and Appointments Committee
Dick van Well
The Supervisory Board has two committees, the Audit Committee and the combined Selection, Remuneration and Appointments Committee (SRA Committee). The committees prepare decision-making for the Supervisory Board in the area of responsibility concerned and advise the Supervisory Board. Decision-making takes place in a Supervisory Board meeting in which all members are present. All members of the Supervisory Board have access to the documents of the committees. In the next Supervisory Board meeting to be held, the chair of the committee provides an oral update and, if they are ready, the draft minutes of the meeting of the committee are shared.
In this year's meetings, extensive attention was given to the long-term financing, but also to the internal risk management and control systems for cybersecurity, treasury, internal audit and compliance, as well as the regular topics. The meetings, of which four were held in 2020, are attended as standard by the CFO, the internal audit manager, the external auditor and the finance director. The compliance officer attends as a guest at least twice a year. The terms of reference of the Audit Committee have been posted on the Stedin Group website.
Selection, Remuneration and Appointments Committee
With effect from September, Dick van Well was succeeded by Hanne Buis as chair of this Committee. The recruitment and selection of a new member of the Supervisory Board (see Self-assessment and education) was one of the topics; in line with the governance agreements, consultation took place on this with the delegation of shareholders. Other topics included the continuing education for Supervisory Board members, self-assessment and the amendment of the profile for the Supervisory Board (adopted in the AGM in September 2020). The remuneration of the Board of Management members and Supervisory Board members for 2020, which is in accordance with the adopted remuneration policy and respects the limits of the Senior Executives in the Public and Semi-Public Sector (Standards for Remuneration) Act (Wet normering topinkomens, WNT), is described in the Remuneration report for 2020 section. The terms of reference of the Selection, Remuneration and Appointments Committee have been posted on the Stedin Group website.
Self-assessment and education
We carried out the self-assessment in several steps in 2020, supported by the HR Director. The outcomes of questionnaires and individual interviews were presented to the Supervisory Board and discussed at the offsite retreat in July. The emphasis was on procedural and relational aspects. The main outcomes of this process were shared with the members of the Board of Management. One of the results this led to was better pre-meeting consultation with each other on expectations regarding the topics to be discussed in the meetings. This contributes to better meetings. It also enhances the Supervisory Board's role in acting as a sparring partner.
As members of the Supervisory Board, we believe it is important to develop continually. The world around us is changing rapidly, and we will have to change with it if we are to serve effectively in our role. A workshop on ‘Corporate Finance’, which was held during our offsite retreat in July, gave us in-depth insight into the financial challenges of the energy transition and Stedin's position within it. In addition, we elected to receive refresher training, in the form of a customised Nyenrode programme, in two modules (corporate governance, strategy and transition).
The new member of the Supervisory Board, Arco Groothedde, followed an induction programme after his appointment, in connection with which he spoke with various line managers and support department managers. Owing to the coronavirus guidelines, those talks took place in digital form. Other members of the Supervisory Board also received briefings and information on the Stedin organisation in individual talks with employees.
Independence of members of the Supervisory Board
The articles of association and the terms of reference of the Supervisory Board include provisions on the independence of Supervisory Board members. The composition of the Supervisory Board is such that its members are able to operate independently and critically in respect of one another, the Board of Management and any particular interests involved. Following the departure of Pieter Trienekens in February 2020, the independence requirement for supervisory board members pursuant to the Corporate Governance Code is complied with in full. A permitted exception applies with regard to independence within the meaning of the Electricity Act (Elektriciteitswet) and the Gas Act (Gaswet), as Annie Krist also serves as CEO of GasTerra.
Ancillary positions are reported to the chair and the secretary of the Supervisory Board. None of the Supervisory Board members exceeds the maximum number of supervisory positions at large Dutch companies or major foundations. The topic of ‘ancillary positions’ was discussed last year in the Supervisory Board meeting on 30 September 2020.
No material transactions occurred in 2020 that involved potential conflicts of interests between the company and Supervisory Board members.
Contacts with shareholders
In 2020, the contacts between Stedin and the shareholders were intensified, mainly in connection with the process concerning the long-term financing. Within the Supervisory Board, the chair in particular was closely involved in this process, and consultation regularly took place with the other Supervisory Board members. There were three meetings of shareholders, two of which took place in digital or hybrid form. We hope that there will be more opportunities for informal meetings again in the coming year.
Contacts with the Works Council
In the context of broadly weighing up stakeholder interests, the Supervisory Board sets great store by good contact with the Works Council. A ‘tripartite consultation’ takes place twice a year; in 2020, this was in July and in December. Besides the members of the Supervisory Board, these are attended by the members of the Board of Management and a delegation from the Works Council. The topics that were discussed in 2020 were long-term financing, the coronavirus at Stedin and the consequences of the latter. Safety is a topic that also regularly features at these meetings. The chair of the Audit Committee was present when the full-year figures were discussed by the Works Council. The transparent and pleasant way of collaborating between the Works Council, the Board of Management and the Supervisory Board can serve as an example for other organisations; the Supervisory Board accordingly considers it justified that Stedin competed for the ‘3D trophy’, an award for the collaboration between the Works Council, the Board of Management and the Supervisory Board. Two Supervisory Board members were interviewed for this purpose. You can read more about the Works Council in the section on Vital employees in a changing environment.
Changes on the Board of Management
Marc van der Linden (CEO)
On 30 September 2020, the imminent departure of the current CEO Marc van der Linden was announced. Marc van der Linden's term of office will expire as of 1 February 2021. He will remain as CEO until 1 July 2021 at the latest. The search for a new CEO has been initiated. The Supervisory Board expresses its gratitude for the way in which Marc made Stedin independent following the unbundling from Eneco and gave further shape to the strategy for the coming years.
Judith Koole (COO)
The Board of Management had to cope without Judith Koole (COO) in 2020 for a large part of the year. Judith's operational tasks were taken over by Coen Terlingen during this period. Judith issued a power of attorney to the other members of the Board of Management for her tasks as member of the Management Board. This made it possible to continue her work during her absence.
Judith Koole's term of office as a member of the Board of Management will expire on 1 February 2021. In consultation with the Supervisory Board, Judith Koole indicated that she would step down as a member of the Board of Management of Stedin Holding N.V. She will continue at Stedin for a considerable time. As from 5 December 2020, she is therefore no longer a senior executive of Stedin Netbeheer B.V. The Supervisory Board will search for a new COO in 2021.
Recommendation to the shareholders concerning the financial statements
The financial statements were prepared by the Board of Management and audited by Deloitte Accountants B.V., which issued an unqualified opinion on them. The members of the Board of Management and the Supervisory Board have signed the financial statements. The Supervisory Board submits the financial statements to the General Meeting of Shareholders for adoption, together with the dividend proposal for the 2020 financial year. It is furthermore proposed to the General Meeting of Shareholders to discharge the Board of Management in respect of its management in the financial year 2020 and the Supervisory Board in respect of the supervision exercised over the Board of Management in the same financial year.
Word of thanks
The Supervisory Board wishes to thank the employees, management, the Works Council and the Board of Management for their considerable involvement, professionalism and commitment. We wish to thank the shareholders for their support and the trust they place in Stedin.
Lastly, a word of thanks to the chair of the Board of Management, Marc van der Linden, who has stated that he will be leaving Stedin by 1 July 2021 at the latest. We understand the choice Marc has made, and we are very grateful to him for the contribution he has made to the present organisation. We would also like to thank Judith Koole, who has stepped down as a member of the Board of Management. We are pleased that Judith will continue to be involved in the organisation for a considerable time. Lastly, we thank Dick van Well, who is stepping down as a member of the Supervisory Board with effect from February 2021. His long involvement first at Stedin Netbeheer B.V. and subsequently at Stedin Holding N.V. has been very valuable for the organisation.
Rotterdam, 17 February 2021
The Supervisory Board
Doede Vierstra (chair)