Supervisory Board members at meetings
Supervisory Board meeting
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. All members of the Supervisory Board have access to the documents as well as the draft and finalised minutes of the committees. In the next Supervisory Board meeting to be held, feedback from the committees is provided by the chairs of the AC and SRA committees and decision-making takes place.
Theo Eysink chairs the Audit Committee. The regular topics discussed in the Audit Committee are the internal risk management and control systems, cybersecurity, treasury, internal audit and compliance. In this year’s meetings, extensive attention was also given to the long-term financing, the finance transformation plan, the performance benchmark of the grid managers and the further development of control information. The meetings, of which seven were held in 2021, are attended as standard by the CFO, the internal audit manager and the external auditor Deloitte. 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 Groupwebsite.
Selection, Remuneration and Appointments Committee
Hanne Buis is the chair of the Selection, Remuneration and Appointments Committee. A lot of attention was paid to the selection of a new CEO and COO and the reappointment of the CTO. The recruitment and selection of a new member of the Supervisory Board 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 General Meeting of Shareholders in September 2020). The remuneration of the Board of Management members and Supervisory Board members for 2021, 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, is described in the Remuneration report for 2021 section. The terms of reference of the Selection, Remuneration and Appointments Committee have been posted on the Stedin Groupwebsite.
Self-assessment and education
The self-assessment was carried out in several steps in 2021, supported by an external facilitator. The outcomes of questionnaires and individual interviews were presented to the Supervisory Board and discussed at the offsite retreat in July. The main outcomes of this process were shared with the members of the Board of Management. One of the results this led to was further enhancement of the Supervisory Board’s role in acting as a sparring partner for the members of the Board of Management.
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. In addition, we elected to receive refresher training, in the form of a customised Nyenrode programme, in two modules (Developing Corporate Governance and Leadership in Transition Processes).
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. 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 and the Gas Act, as Annie Krist also serves as CEO of GasTerra.
Supervisory Board members report their ancillary positions, if any, 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 29 September 2021. No material transactions occurred in 2021 that involved potential conflicts of interests between the company and Supervisory Board members.
Contacts with shareholders
In 2021, 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 was also regular contact with a delegation of the shareholders’ committee on and involvement in the process of appointment and reappointment of directors. There were four meetings of shareholders, two of which took place in digital or hybrid form. These meetings of shareholders were chaired by the chair of the Supervisory Board.
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 2021, 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 2021 were stakeholder management and cybersecurity. The chair of the Audit Committee was present when the full-year figures were discussed by the Works Council. This year too, there was pleasant collaboration between the Works Council, the Board of Management and the Supervisory Board. We are proud of the mature manner in which we enjoy a close relationship with the employees through employee participation. You can read more about the Works Council in the section on Good employment practice.
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 2021 financial statements to the General Meeting of Shareholders for adoption in 2022, together with the dividend proposal for the 2021 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 2021 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. We would also like to thank Judith Koole who, following her retirement as COO in 2020, had responsibility for specific strategic and administrative tasks in 2021.
Lastly, a word of thanks to the former chair of the Board of Management, Marc van der Linden, who ensured a smooth transfer of his duties to Koen Bogers, who took over the role of chair of the Board of Management with effect from 1 June 2021. We wish the Board of Management as newly composed every success.
Rotterdam, 17 February 2022
The Supervisory Board
Doede Vierstra (chair)