Supervisory Board members at meetings
Name
Supervisory Board meeting
Audit
Committee
Selection, Remuneration
and Appointments Committee
Doede Vierstra
88.9%
100%
Hanne Buis
100%
100%
Theo Eysink
88.9%
100%
Annie Krist
88.9%
100%
Arco Groothedde
100%
0%*
100%
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