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

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2011
proposed to further improve safety. The Supervisory
Board was pleased to note that the Group is doing a lot in
terms of corporate social responsibility and that it is a
pioneer in this regard in the construction sector. The
Board highlighted the challenge facing the Group as to
how to include the other participants in the construction
supply chain in these developments.
The Supervisory Board finalised the remuneration report
compiled by the Remuneration Committee. The
remuneration report is included on page 28 as part of the
report by the Supervisory Board. Early in the past
financial year, the Supervisory Board agreed to a new
long-term benefit plan drawn up by the Remuneration
Committee. The Supervisory Board believes the
remuneration package for Executive Board members
should include long-term rewards for improvements in
addition to the fixed salary and the annual variable
remuneration. A long-term benefit plan has been chosen
that rewards the Executive Board members for positive
development of the BAM share price compared to
alternative investments by shareholders in comparable
enterprises.
The long-term benefit plan adopted by the General
Meeting on 20 April 2011 is presented in detail on
page 29 of the Annual Report.
The Board has satisfied itself that the Group has internal
risk management and internal control systems, financial
reporting manuals and procedures for drawing up such
reports, as well as an established monitoring and
reporting system. While examining these arrangements,
the Supervisory Board discussed the powers and proxies
available in the Group with the Executive Board. The
Supervisory Board determined that the Group has clear
rules regarding authorisations that apply in the Group.
Acting on advice given by the Audit Committee, the
Supervisory Board placed a cap on investments in
property and PPP in consultation with the Executive
Board.
As usual, the Supervisory Board’s quarterly meetings
included a discussion of the course of business and
prospects for the Group as a whole and the respective
sectors and the individual operating companies on the
basis of written reports and accompanying
presentations. These discussions covered the main risks
involved in the business, the internal management and
control systems and the results from the Executive
Board’s assessment of these systems. The implications of
the matters addressed in these contexts at the meetings
of the Supervisory Board are discussed elsewhere in the
Annual Report, including on page 29 et seq.
The discussion of the main risks attached to the business
included the presence of BAM International in high-risk
areas. In that regard, the Supervisory Board would like to
compliment the employees who were directly involved
on the rapid evacuation of BAM personnel from Libya.
During the financial year, the Supervisory Board again
arranged to be regularly updated by both the Executive
Board and the external auditor on the general course of
business at the operating companies. These updates also
focussed on the developments on the Group’s markets.
The Supervisory Board gave its approval for the
collaboration between BAM PPP and PGGM which will
contribute to the further growth of the Group’s PPP
activities. This collaboration will also allow BAM to
release equity in operational PPP projects, therefore
maintaining BAM’s connection to these projects as a
long-term partner.
During the annual visit to a number of the Group’s
operating companies over several days in September
2011, the Supervisory Board and the Executive Board
exchanged views with the directors of the Dutch
operating companies. The directors gave a brief
presentation on their companies, their markets and the
challenges they currently face. The Supervisory Board
believes that the Dutch operating companies are well
positioned to handle the economic crisis.
The Supervisory Board held talks on various occasions
with the Executive Board about the proposed sale of the
21.5 percent interest held by BAM in the dredging
company Van Oord. The Supervisory Board ultimately
approved the sale of that interest. The Supervisory Board
shares the Executive Board’s great pleasure that this
transaction was completed because it is in line with the
Group’s efforts to sharpen the focus on core business and
strengthen the financial position.
The Supervisory Board took cognisance of the reports by
the external auditor and the 2010 management letter
and discussed these documents with the external auditor
and the Executive Board. The Supervisory Board also
discussed the follow-up to the external auditor’s findings
with the Executive Board. Furthermore, the Supervisory
Board assessed the relationship with the external auditor
and prepared the proposal to the General Meeting to
charge PricewaterhouseCoopers with the audit of the
financial statements for the financial year 2011.