Corporate governance

Corporate governance

Management & supervision

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.

Executive Board

The Executive Board is responsible for running Enexis. It establishes the company’s operational and financial goals, defines the strategy required to achieve these goals and sets the strategic parameters.

The Executive Board operates under the supervision of the Supervisory Board and the General Meeting of Shareholders and within the statutory provisions. The Executive Board is responsible for the compliance with all applicable laws and regulations, risk control and the company’s finances. The Executive Board and Supervisory Board are jointly responsible for Enexis’ corporate governance structure and compliance with the Dutch Corporate Governance Code.

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Peter Vermaat - Chairman of the Executive Board/CEO of Enexis Holding N.V.

Peter Vermaat is chairman of the Executive Board/CEO. He began his career with construction company VolkerWessels in 1991, where he held various executive positions in the commercial management of public infrastructure. From 2008 until August 2014, Mr Vermaat was the CEO of Evides, a water company in the southwest of the Netherlands.

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Maarten Blacquière - Member of the Executive Board/CFO of Enexis Holding N.V.

Maarten Blacquière is a member of the Executive Board and Chief Financial Officer (CFO). He previously held a variety of positions within the energy sector and was Chief Financial Officer of GasTerra, an international natural gas trading company.

Division of duties & remuneration

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.

Supervisory Board

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.

Supervisory directors

Mr M.A.E. Calon

Mr M.A.E. Calon

Mr Calon (1959) was reappointed to the Supervisory Board in 2016, with his tenure due to end in 2020. He is vice-chairman of the Supervisory Board and a member of the Audit Committee. Mr Calon was also a member of the provincial executive of the Province of Groningen. He is chairman of the AEDES umbrella organisation of housing associations and chairman of Housing Europe. Mr Calon holds Dutch nationality.

Ms M.E.J.M. Caubo

Ms M.E.J.M. Caubo

Ms Caubo (1961) was reappointed to the Supervisory Board in 2015, with her tenure due to end in 2019. She is a member of the Audit Committee. Ms Caubo is also a member of the Executive Board of Human Total Care, chair of the Supervisory Board of the Stichting (Foundation) Conrisq Groep, and a member of the Supervisory Board of the Maastricht School of Management. Ms Caubo holds Dutch nationality.

Mr J.F.M. van Dijk

Mr J.F.M. van Dijk

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 P.W. Moerland

Mr P.W. Moerland

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 C.M. Velthuis

Ms C.M. Velthuis

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.

Shareholders

The General Meeting of Shareholders is the highest decision-making body within Enexis Holding N.V. The GMS decides on matters such as the annual report prepared by the Executive Board, whether to release the Executive Board and Supervisory Board from liability for the policies pursued during the year, the adoption of the financial statements and the appropriation of the company’s profit. The company’s strategy is also subject to approval by the GMS and the members of the Supervisory Board are appointed by the GMS.

Shareholders’ Committee

Certain powers of the General Meeting of Shareholders have been assigned to the Shareholders’ Committee. Comprising seven members, the committee’s aim is to improve the responsiveness and effectiveness of decision-making within the General Meeting of Shareholders.

The Shareholders’ Committee members are not paid a fee for their work. Their duties are set out in the Articles of Association of Enexis Holding N.V. and their work procedure is detailed in an agreement between the Executive Board, Supervisory Board and Shareholders’ Committee, as approved by the General Meeting of Shareholders.

Risk control

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.

Risk management

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.

Tools, procedures & control systems

  • STRATEGIC RISK ASSESSMENT
    To identify events that threaten the company’s continuity or its ability to achieve its strategic goals in a full or timely fashion.
  • PROCESS MANAGEMENT
    To identify, design, set up, implement and continuously improve the business processes.
  • OPERATIONAL RISK ASSESSMENTS
    To identify risks that may affect the process objectives. The risks identified and controls implemented are documented in the Internal Control Framework.
  • CONTROL SELF ASSESSMENT
    Semi-annual assessment of key controls by all departments. Key risks are reported to the Executive Board in an internal Letter of Representation (LOR).
  • BUSINESS CONTINUITY MANAGEMENT AND CRISIS MANAGEMENT
    To ensure the continuity of our services.
  • PLANNING & CONTROL CYCLE
    To discuss progress and relevant developments regarding strategic risks, LOR issues, and actions to be taken following internal audits.
  • RISK-BASED ASSET MANAGEMENT SYSTEM
    To draw up the asset maintenance and investment programme for the company’s assets.

In addition to Enterprise Risk Management, we use internal audits and the external auditors’ reports as a safety net.

Internal auditors

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.

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.

Code of conduct

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.

Whistle blowing policy

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.