Report of the Supervisory Board

In performing its duties, the Supervisory Board focuses on long-term value creation. The main theme this year was the recalibration of Stedin’s multi-year strategy and, in connection with that, the challenges associated with the energy transition. Considerable time and attention were also devoted to the projects launched by Stedin to strengthen its capital position by attracting new shareholders (municipalities, provinces, the central government).

A number of specific topics that were addressed in 2022 are described below.

Topics

Strategy

In 2022, the 2027 Multi-Year Strategic Plan was drawn up by the Board of Management and approved by the Supervisory Board and the General Meeting of Shareholders. Three strategic spearheads (Construction, Optimisation and Management) were given greater focus, the ambition being to achieve a congestion-free Stedin area: grid access for all. Progress on the realisation of this new strategy will be an important focus for the Supervisory Board in the years ahead. 

Over the past year, the Supervisory Board regularly considered specific strategic topics in more detail in its meetings. The annual two-day session provided an opportunity for additional in-depth examination of such topics by the Supervisory Board. For example, the Supervisory Board extensively discussed grid quality, network losses and the lack of human and material resources. The Supervisory Board was also invited to join discussions on the theme of flexibility. 

Financing of the energy transition

The energy transition comes with huge challenges, and Stedin will need significant capital resources to tackle them. This capital need is to be met by various routes. In 2022, long-term financing was frequently discussed within the Supervisory Board and between the Supervisory Board and the Board of Management. The Supervisory Board is very pleased that this has resulted in a decision by the central government to set aside funds for a €500 million investment in Stedin from the national budget. This is an important step. Given its substantial need for capital, it is essential that Stedin continues to seek a broader basis of contributions towards its financing. The Supervisory Board furthermore notes that regulations and the new method decision are lagging behind reality. The reality is that Stedin wants to and indeed needs to undertake investments far more proactively and that the current regulatory regime fails to take this sufficiently into account. Cooperation on all fronts is of great national importance in this regard, as this issue concerns the sustainable future of the Netherlands and the cost of the energy transition come before the benefits.

Site visit

During the two-day session, we also reserved time to visit one of the project sites in The Hague. The Supervisory Board was highly impressed with the excellent collaboration between the client and the contractor in this complex project, noting that ‘everything remained open as usual’ during the renovation. This visit gave the Supervisory Board a better understanding of the effect of the strategic themes that are important to Stedin on day-to-day working practice, and of the complexity of Stedin’s work in historic city centres.

Stakeholder management and the role of the Supervisory Board as a ‘social antenna’

The Supervisory Board fulfils an important role in acting as Stedin’s ‘social antenna’ and ensuring that decision-making takes careful account of the interests of society in general and those of our stakeholders in particular. Stedin is a grid company, or network company, also in a figurative sense. This means that effective collaboration with all stakeholders is crucial. Stedin cannot do it alone; it needs a wide range of parties to achieve its goals. According to the Supervisory Board, this collaboration is quite successful. Stedin maintains intensive contacts with companies and all the municipalities in its service area. They know where to find Stedin, and vice versa. In dialogue with the regulator ACM as well, Stedin’s position was clearly highlighted, and possibilities for improvement in relation to the compensation of network losses were addressed. Stedin interacts with stakeholders effectively and on all fronts, while ensuring visibility of its interests.

Climate, Energy Transition & Sustainability

In 2022, geopolitical unrest and the resulting increase in energy prices accelerated the energy transition. The energy transition and the use of sustainable energy sources are essential conditions for the success of this endeavour. The pace of decision-making and implementing measures is therefore being raised at the global, European and national level. In that connection, the Supervisory Board observes that the grid managers, and hence Stedin also, have a pivotal role in facilitating the acceleration in the energy transition. That requires Stedin to be in a position to make the right investments on time, to finance those investments in a responsible manner and to operate in a regulatory environment that permits it to fulfil its new role. Crucially, capacity expansion of Stedin’s grids is required in the short term to enable it to facilitate the energy transition and prevent grid capacity turning into a limiting factor. Unfortunately, in 2020 and 2021 Stedin had to declare a state of congestion in several parts of its service area. Overall, however, the situation in the Stedin area is relatively stable and we are keen to keep it that way, in the interest of all of us. Having said that, in 2022 the capacity limits of TenneT’s high-voltage grid were reached in several provinces. This also affects heavy-use consumers in the Stedin area. With a future-proof grid and grid management approach, Stedin has a huge impact on sustainability efforts in its service area. It goes without saying that Stedin also assumes responsibility for reducing its own impact on the climate through sustainable business operations. This is shown, for example, by its actions to electrify its vehicle fleet and reduce its own environmental footprint. In 2022, the Supervisory Board also approved the issue of Stedin Group’s third green bond of €500 million. This is in keeping with the strategy for sustainable business operations.

Safety

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 for all those involved, including customers and the environment. The safety ratios were again improved in 2022. 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 programme for a company such as Stedin.

Despite all these efforts, a gas explosion took place in a shopping centre in Zoetermeer, in February 2022, in which three people were injured. The incident was investigated by the State Supervision of Mines (SodM), and Stedin is analysing the outcomes of that investigation. We deeply regret this accident. There was also a gas incident in Rijswijk, in November 2022. This incident is currently under investigation by the Labour Inspectorate and SodM.

Feasibility of the energy transition

The Supervisory Board is concerned about the current lack of materials and technical staff. Due to tensions on the commodities markets, parts have become more difficult to obtain. Some projects are incurring delays due to the shortages, although fortunately we see that many other projects are still perfectly on schedule. Stedin has also made good progress with strategic personnel planning, clearly identifying the areas where the organisation should anticipate shortages of technical staff in the years ahead. Training capacity for those areas has been doubled. Stedin also actively invests in people. The in-house training school is amongst the many resources available to Stedin for providing its own training programmes. We are therefore proud that a further 170 employees were trained as fitters this year.

Supervisory Board’s role as employer

In 2022, the Supervisory Board conducted performance reviews with the members of the Board of Management. Amongst the topics addressed were the progress of the annual plan, achievement of the strategy and personal development.

Other important topics

In addition to the topics singled out above, the Supervisory Board devoted attention to the following topics:

• the preparation of the meetings of shareholders;

• prioritisation and establishment of the material topics and materiality matrix of Stedin Group

• Approval of the internal audit annual plan

• Public affairs

• Cybersecurity

Composition, working method and meetings

The Supervisory Board held six regular meetings in 2022, including one specifically devoted to the annual report and half-year report, and six extra ad hoc information meetings on the Multi-Year Strategic Plan, the reappointment of CFO Danny Benima and long-term financing. The regular meetings were always preceded by a consultation of the Supervisory Board, behind closed doors. The full Board of Management attended the Supervisory Board meetings. The agendas for the meetings were prepared by the secretary, in consultation with the Board of Management and the chair of the Supervisory Board.

Annie Krist’s term of office as a member of the Supervisory Board was set to expire on 13 April 2022; at the Extraordinary General Meeting of Shareholders (EGM) of 16 February 2022, she was reappointed for a second term of four years by the general meeting. Hanne Buis’ term of office as a member of the Supervisory Board was set to expire on 21 September 2022; at the General Meeting of Shareholders of 23 September 2022, she was reappointed for a term of four years by the general meeting.

The Supervisory Board attaches importance to the diversity in its composition. The male/female ratio on the Supervisory Board is 3/2.

1. * Arco Groothedde is closely involved in Stedin Group’s equity strengthening project. To free up the time he needed for that, Arco temporarily resigned from his duties in the AC in 2022.

Committees

The Supervisory Board has two committees, the Audit Committee (AC) 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.

Audit Committee

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 long-term financing and the further development of control information. The meetings, of which eight were held in 2022, 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 Group website.

Selection, Remuneration and Appointments Committee

Hanne Buis is the chair of the Selection, Remuneration and Appointments Committee. This committee met four times in 2022. A great deal of attention was paid to the reappointment of the CFO for four years, effective 1 January 2023, continuing education of supervisory directors, self-assessment, compliance and integrity. The Selection, Enumeration and Appointments Committee also discussed Stedin’s diversity policy. The remuneration of the Board of Management members and Supervisory Board members for 2022, which is in accordance with the adopted remuneration policy and which respects the limits of the Senior Executives in the Public and Semi-Public Sector (WNT), is presented in the Remuneration report for 2022. 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 2022, under the guidance of Stedin’s HR Director. The outcomes were presented to the Supervisory Board during the offsite retreat in July and discussed a second time in December. The main outcomes of this process were shared with the members of the Board of Management. Among other things, this has made the Supervisory Board decide to reserve more time during its meetings to discuss current dilemmas in the sector. The Supervisory Board members will involve the Board of Management in this.

The Supervisory Board is fully aware of the importance of its own continued development. The world around us is changing rapidly, and the Supervisory Board will have to change with it if it is to serve effectively in its role. In addition, in 2022 the Supervisory Board elected to receive refresher training, in the form of a customised Nyenrode programme, in two modules: Integrity and Culture, 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 Supervisory Board fully complies with the independence requirement for supervisory board members pursuant to the Corporate Governance Code. One 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 23 September 2022. No material transactions occurred in 2022 that involved potential conflicts of interests between the company and Supervisory Board members.

Contacts with shareholders

In 2022, the contacts between Stedin and the shareholders were intensified, mainly in connection with the process around 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. A delegation of the shareholders’ committee was also regularly consulted on and involved in the process of appointment and reappointment of directors. In 2022, this concerned the reappointment of the CFO. There were three shareholders’ meetings, which were all 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’ was held once again in 2022. Besides the members of the Supervisory Board, this consultation included the members of the Board of Management and a delegation from the Works Council. The theme of the consultation was the new strategy for 2023-2027. The new Works Council elected last summer has since been fully merged with the DNWG 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. For more details about the Works Council, see the ‘Good employment practice’ section.

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 2022 financial statements to the General Meeting of Shareholders for adoption in 2023, together with the dividend proposal for the 2022 financial year. We furthermore propose to the General Meeting of Shareholders to discharge the Board of Management in respect of its management in the financial year 2022 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.

Rotterdam, 17 February 2023

The Supervisory Board

Doede Vierstra (chair)
Hanne Buis
Theo Eysink
Arco Groothedde
Annie Krist