Report of the Supervisory Board

As Supervisory Board, we are tasked both with exercising supervision and with providing advice. We also act as the employer of the Board of Management and serve in the role of external ambassador. In this report, the Supervisory Board renders account on the performance of its activities in 2020.

The year 2020 was largely characterised by the challenges inherent in the energy transition. At the same time, a great deal of attention was of course devoted to COVID-19 and its consequences, the care for the safety and health of our employees and customers and staffing at the top of the organisation. In performing our duties, we focus on long-term value creation.

A number of specific topics that were addressed in 2020 are described below.


Strategic objectives

Progress on strategy, based on the three strategic spearheads, is a recurring topic for discussion in the Supervisory Board. A monthly report is received on execution and progress with regard to the objectives that have been formulated. Strategic topics are regularly reviewed in the Supervisory Board meetings. The annual two-day session provides an opportunity for additional in-depth examination of such topics; in this year's session, we extensively considered the topic of Corporate Finance and the interaction with regulation in relation to the energy transition. Organisational development was a further topic that we considered in greater depth in that session. Both elements – funds as well as people – are crucially important in achieving the energy transition.

Secretary of the Supervisory Board Suzanne van Nieuwenhuijzen; on the screen, from left to right and top to bottom: Dick van Well, Hanne Buis, Doede Vierstra, Theo Eysink, Annie Krist, Arco Groothedde.

Shareholders and long-term financing

Stedin has a substantial need for capital in order to finance the energy transition. This is to be met by various routes. In 2020, this topic was frequently discussed by the Supervisory Board and between the Board of Management and the Supervisory Board.

‘In the choices it needs to make, the Board of Management must weigh up the interests of all stakeholders, and as the Supervisory Board, we exercise supervision over this.’

With regard to the governance of Stedin and where the discussion concerns the powers of the Supervisory Board, the Supervisory Board is not just a supervisory body but also a party in the dialogue. The shareholders are an important stakeholder for Stedin, and the Supervisory Board accordingly sets great store by a good relationship with them.


The Supervisory Board notes that all the efforts that have been made in the past few years in the field of safety have clearly produced results. The safety ratios were again improved in 2020. The Supervisory Board monitors safety within the company via a periodic dashboard. Safety awareness in a broad sense is given considerable attention within the company, through the execution of the multi-year safety programme HRO (High Reliability Organisation). The Supervisory Board endorses the importance of this programmer for a company such as Stedin.

CDMA/Connectivity strategy

In various meetings in the past year, we considered the role of the smart meter and connectivity in the energy system and in the energy transition. The roll-out of the smart meter is a huge task and presents a number of challenges. The development of new – smarter – meters is continuing. At the same time, this must tie in with connectivity solutions. The Supervisory Board deems it advisable to look for solutions for this across the sector as a whole.

Succession management

Given the major challenges facing Stedin, good leadership is essential. The Supervisory Board looks not only at the Board of Management in that connection but also at broader organisational developments. Steps have been taken based on previous insights and ambitions, and the leadership of the top layer has been systematically improved. During the offsite retreat in July, extensive attention was devoted to design principles, leadership development, succession management and diversity of the Board of Management and the layer below it.


Since the outbreak of COVID-19 early in the year, the Supervisory Board has been monitoring its impact on the Stedin organisation, its employees and customers. The Supervisory Board was impressed by the rapidly established and professionally operating crisis organisation, in combination with the ‘can-do mentality’ within the company, which allowed most of the activities to go ahead.

Other important topics

In addition to the topics singled out above, the Supervisory Board devoted attention to numerous topics that are relevant within Stedin. All three strategic spearheads were considered in this connection. For example, with regard to ‘Improved grid management’, attention was devoted to the major outage in The Hague in August 2020 and the follow-up procedures for the explosion in Jan van der Heijdenstraat in The Hague in 2019, as well as to facilitating the energy market and developments concerning C-ARM and smart meters. With a view to making the energy transition possible, we considered stakeholder management and public affairs and the developments concerning the Heating Supply Act (Warmtewet), for instance. In connection with the third pillar – Sustainable business operations – the Supervisory Board devoted considerable attention to how the business can be financed. Other topics we focused on included Stedin's One Planet Strategy and succession management and leadership.

Composition of the Supervisory Board and schedule of appointment and retirement


Appointment or reappointment

Due to retire in

Mr D.G. (Doede) Vierstra RC

20 September 2019

20 September 2023

Ms H.L. (Hanne) Buis, LLM

21 September 2018

21 September 2022

Ms A.J. (Annie) Krist

13 April 2018

13 April 2022

T.W. (Theo) Eysink RA

12 February 2021

12 February 2025

Mr A.P.G. (Arco) Groothedde

30 September 2020

30 September 2024

Mr P.E.G. (Pieter) Trienekens

6 February 2019

1 February 2020 (stepped down)

Mr D. (Dick) van Well

30 January 2017

1 February 2021 (stepped down)

Pieter Trienekens served as chair until 1 February 2020; as of that date, Doede Vierstra succeeded him as chair of the Supervisory Board. Doede had already been appointed as a member of the Supervisory Board a few months earlier at the Extraordinary General Meeting of Shareholders (EGM) of 20 September 2019. Mr Arco Groothedde was appointed as a member of the Supervisory Board in the EGM of 30 September 2020. He will succeed Dick van Well, who had been appointed to serve until 1 February 2021 and is not eligible for reappointment. This means that there are temporarily, until 1 February 2021, six members of the Supervisory Board. The composition of the Supervisory Board was emphatically considered in this recruitment process; the additional expertise of Groothedde relates mainly to data and digitalisation. Groothedde was appointed for a term of four years. Theo Eysink's term of office was set to expire on 1 February 2021; he was reappointed for a second term at the EGM of 12 February 2021.

The Supervisory Board sets great store by diversity in its composition. Until September 2020 and after February 2021, the gender ratio male/female in the Supervisory Board was and is 3/2; in the intervening period, it was 4/2. The ratio on the Board of Management is unchanged from 2019, at 3/1. Following the departure of Dick van Well, the arrival of Arco Groothedde represents a further rejuvenation of the Supervisory Board. In addition, the Supervisory Board aims for diversity in competences.

The search for a new member of the Supervisory Board in 2020 was based on a clear preference for someone with knowledge of data and IT and digital transformation processes. Arco Groothedde was therefore a welcome addition for the competences already available on the Supervisory Board.

Working method and meetings

The Supervisory Board held six regular meetings in 2020, as well as five extra ad hoc meetings with the full Supervisory Board. The regular meetings were always preceded by a consultation of the Supervisory Board, behind closed doors. Afterwards, the Supervisory Board held a consultation with the chair of the Board of Management. The Board of Management attended the meetings of the Supervisory Board; due to her absence, Judith Koole (COO) did not attend the meetings of the Supervisory Board. The other members of the Board of Management and the members of the Supervisory Board attended all regular meetings. The agendas for the meetings were prepared by the secretary, in consultation with the members of the Board of Management and the chair of the Supervisory Board. The reports of the meetings were prepared on an alternating basis by the secretary (Suzanne van Nieuwenhuijzen) and the deputy secretary (Kirsten Wilkeshuis).

After the coronavirus measures became effective in mid-March, the Supervisory Board met mainly via digital means. The same applies to the meetings of the committees and other consultations. All participants in the offsite retreat at the start of July were physically present, with due observance of the guidelines of the National Institute for Public Health and the Environment).

Attendance rate of Supervisory Board members at meetings


Supervisory Board meeting


Selection, Remuneration
and Appointments Committee

Doede Vierstra



Theo Eysink



Dick van Well




Annie Krist



Hanne Buis



Arco Groothedde


* Arco Groothedde became a member of the Supervisory Board on 30 September 2020.


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.

Audit Committee

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)
Hanne Buis
Theo Eysink
Arco Groothedde
Annie Krist