We set great store by having in place good governance, adequate supervision and transparent reporting to all our stakeholders. Mindful of our social responsibility, we comply with the Dutch Corporate Governance Code wherever possible and appropriate. We take our responsibility for the social aspects of running a business seriously.
The Executive Board, Supervisory Board and General Meeting of Shareholders are responsible for management and monitoring.
The Executive Board is responsible for the management of Enexis Holding N.V. The Executive Board sets the company's operational and financial objectives and defines the strategy needed to achieve those objectives and preconditions of that strategy.
The Executive Board operates under the supervision of the Supervisory Board and the General Meeting of Shareholders and within the provisions of the Articles of Association. The Executive Board is responsible for compliance with all relevant legislation and regulations, risk management and the financing of the company. Together with the Supervisory Board, the Executive Board is responsible for the corporate governance structure of Enexis Holding N.V. and compliance with the Corporate Governance Code.
The Executive Board works in accordance with a set of rules approved by the Supervisory Board and corresponding closely to the Dutch Corporate Governance Code. The remuneration of the executive directors is adopted by the General Meeting of Shareholders in accordance with the company’s remuneration policy.
The Supervisory Board determines the level of remuneration for each executive director based on the suggestion of the Remuneration and Selection Committee. Details of the remuneration of the Executive Board are given in the annual report.
The Supervisory Board’s three duties are to monitor, render advice to and generally act as the employer of the Executive Board. It monitors the policies pursued by the Executive Board, especially in terms of achieving the company’s objectives, the strategy and the risks inherent to its operations, the internal risk management and control systems, and financial reporting.
The Supervisory Board has two standing committees: the Audit Committee and the combined Remuneration and Selection Committee. The supervisory directors are paid a fee, as adopted by the General Meeting of Shareholders. Details of the remuneration of the Supervisory Board are given in the annual report.
Mr Rüpp (1957) was appointed to the Supervisory Board in 2020, with his tenure due to end in 2024. He is a member of the Audit Committee. From 2009 Mr Rüpp is chairman of the Executive Board of Avans Hogeschool. Before that he was Provincial Executive of the Province of Noord Brabant. Mr. Rüpp is chairman of the Supervisory Board KRO-NCRV, chairman Supervisory Board Sitech B.V., chairman Supervisory Board Institute voor de Nederlandse Taal and member of the Supervisory Board of Eindhoven Airport. Mr Rüpp holds Dutch nationality.
Ms Arts (1959) was appointed to the Supervisory Board in 2019, with her tenure due to end in 2023. She is a member of the Audit Committee. Ms Arts is chairman of the Executive Board of the Flevoziekenhuis in Almere. She is also a member of the board of the NVZ (Dutch Association of Hospitals), member of the Supervisory Board of the NOS, member of the Advisory Board of SEO Economic Research, member of the Economic Board Almere and member of the Higher Education Development Board Hogeschool Windesheim. Ms Arts holds the Dutch nationality.
Mr Van Dijk (1961) was reappointed to the Supervisory Board in 2016, with his tenure due to end in 2020. He is also a member of the Remuneration and Selection Committee. Mr Van Dijk is a strategic adviser to businesses and local authorities to help make their energy use more sustainable. He also oversees the implementation of energy transition programmes. Mr Van Dijk holds Dutch nationality.
Mr Moerland (1949) was appointed to the Supervisory Board in 2014, with his tenure due to end in 2018. He is chairman of the Supervisory Board and the Remuneration and Selection Committee. Mr Moerland previously served as the CEO of Rabobank Netherlands. He is also chairman of the board of Stichting Berenschot Beheer, chairman of the Supervisory Board of Stichting Stadhuismuseum Zierikzee, a member of the board of Stichting Administratiekantoor Heijmans, and a member of the board of the Dutch Bach Society. Mr Moerland holds Dutch nationality.
Ms Velthuis (1974) was appointed to the Supervisory Board in 2016, with her tenure due to end in 2020. She is chair of the Audit Committee. Ms Velthuis is the CFO of Vodafone. She holds Dutch nationality.
Internal and external events may pose a risk to our continuity or strategic goals. We monitor these risks closely, calculate their probability, and take action to mitigate their impact.
Because we are transparent about our risk exposure, we can adjust more rapidly to achieve our goals. It also allows us to comply promptly with statutory and regulatory requirements.
We use Enterprise Risk Management to achieve our goals responsibly. Our ERM policy is based on the COSO Enterprise Risk Management model and covers all aspects of our business, ranging from strategic and operational risks to (financial) reporting reliability and legal and regulatory compliance.
Across all levels of the organisation, line management is responsible for identifying risks and implementing controls in a timely fashion. This decentralised responsibility is an essential element of the way in which Enexis Holding N.V. addresses its risk exposure.
At group level, compliance with the ERM policy implementation is monitored by the Management Consultation body, which comprises the Executive Board, the directors of INFRA, Asset Management, Finance, HR, ICT, Customers & Markets, Fudura and the Secretary. The Strategic Risk Analysis results and the status of the LOR issues are also reported to and discussed by the Audit Committee. The Executive Board issues its ‘In Control’ statement on the basis of this process.
In addition to Enterprise Risk Management, we use internal audits and the external auditors’ reports as a safety net.
Enexis Holding N.V. has an internal audit function with independent auditors. They provide management and the Executive Board with additional assurance about operational control, effectiveness, efficiency and compliance.
The internal auditors report to the chairman of the Executive Board and are subject to supervision by the Audit Committee. The Audit Committee advises the Executive Board on the role and performance of the internal auditors.
The annual audit plan, adopted by the Supervisory Board, provides a description of the internal audits to be conducted. The progress achieved and the key audit findings are discussed by the Audit Committee. The Internal Audit & Risk findings are also reported to the external auditor.
PricewaterhouseCoopers Accountants N.V. is the company’s external auditor. The Supervisory Board’s Audit Committee monitors the relationship with the external auditor, who also attends the Audit Committee meetings.
Respect for one another, integrity, honesty, and safety and security form the basis of our operations and the way we work together. Legal compliance and corporate social responsibility are also key to our code of conduct.
We encourage our employees to report to management any – suspected – wrongdoing within the organisation that may have a wider social impact. Our whistleblowing policy describes how a wrongdoing is to be reported and handled. Our code of conduct also contains the whistle blowing policy.