Corporate governance

Executive Board

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.

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.

• Regulations for the management board Regulations for the management board

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.

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.

• Articles of association Enexis Holding N.V. Articles of association Enexis Holding N.V.

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. If you want to report a wrongdoing, you can do it here.

Public affairs

Amongst others for its Public Affairs activities, Enexis Groep works closely together within the branch organization for Dutch grid operators Netbeheer Nederland. Enexis Groep is committed to the code of conduct of the Dutch Professional Association for Public Affairs (BVPA). The Public Affairs activities see upon the relevant strategic themes. Enexis Group does not contribute to, nor does it receive (financial) support from political parties, in any possible way.