BAM Abbreviated Annual Report 2011 - Siteseeing in the world of ...

18
2011
There is a profile of the Supervisory Board, which
shareholders may examine at the company’s office and
which is also published on the company’s website. This
profile was discussed with the shareholders at the
General Meeting on 21 April 2009 in relation to the Dutch
Corporate Governance Code (hereafter: ‘the Code’) as
amended at the end of 2008. The Supervisory Board
believes that its composition is in line with the profile.
More details about the profile can be found in the section
on corporate governance on page 00 of the Annual
Report.
The retirement schedule for the members of the
Supervisory Board is shown on page 37 of the Annual
Report and is also published on the company’s website.
In accordance with the Code, Supervisory Board
members can in principle serve a maximum of three
four-year terms of office. Their reappointment for
another term of office will obviously be put forward to
the shareholders on each occasion.
The particulars of the members of the Supervisory Board
are stated on pages 36 and 37 of the Annual Report and
constitute part of this Supervisory Board report.
The remuneration of Supervisory Board members is
stated on page 00 of the Annual Report.
The Supervisory Board members do not have any other
relationships of a business nature with the company. In
the opinion of the Supervisory Board, the Code’s
requirement with regard to independence has been met.
As allowed by the Code, the Supervisory Board had one
member throughout the financial year who was not
independent within the meaning of the Code. Until the
end of the General Meeting of 20 April 2011, that
member was Mr Van Vonno, the former Chairman and
former member of the Executive Board; following the
General Meeting on 20 April 2011, the member in
question was Mr Elverding who is also a member of the
Supervisory Board of ING, which has a shareholding of
slightly more than 10 percent in the BAM Group. None of
the Supervisory Board members is a member of the
Supervisory Board of more than five Dutch listed
companies. The Supervisory Board is not aware of any
conflicts of interest between the company and members
of the Supervisory Board, or between the company and
natural persons or legal entities that hold at least
10 percent of the shares in the company.
Composition of the Executive Board
Messrs J. Ruis and R.A. van Wingerden will be stepping
down from the Executive Board when their respective
four-year terms end after the General Meeting on 25 April
2012. The Supervisory Board intends to put forward a
non-binding recommendation that the General Meeting
reappoint both members to the Executive Board on
25 April 2012.
With regard to Mr Ruis, the Supervisory Board believes
that it is advisable for him to continue as Chief Financial
Officer and a member of the Executive Board for a
maximum one-year period to allow time for a successor to
be found and for Mr Ruis to familiarise his successor with
the duties of the position.
Mr Ruis joined BAM in 1971 and has held a number of
different financial positions in the Group. He has been
Chief Financial Officer and, as such, a member of the
Executive Board since 2004. Mr Ruis was reappointed for
a four-year term as Chief Financial Officer and member of
the Executive Board in 2008.
As stated, the reappointment
of Mr Ruis would be for
a maximum one-year period.
The Supervisory Board
believes with regard to the
proposed reappointment of
Mr Van Wingerden that he
possesses a great deal of
knowledge and experience
of the markets in which the
Group operates. He has
proven to be of great value
to the company in that
regard over the last four
years.
Innova Complex - access building to
Floriade 2012, Venlo. Architect: Jo Coenen.
BAM Utiliteitsbouw.
Mr Van Wingerden joined
Royal BAM Group in 1988
and has fulfilled a number of
managerial positions at the
Group’s operating
companies. He was
appointed as a member of the Executive Board for the
first time in 2008. Mr Van Wingerden’s responsibilities
during the financial year included the operating
companies that are active on the Dutch market.
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