Composition of the Management Board.
The composition of the Management Board remained unchanged in 2015. The Management Board consists of:
- Mr P.C. Molengraaf, chairman/CEO
- Mr M.R. van Lieshout, member/CFO
- Ms I.D. Thijssen, member/COO
The male/female ratio in the Management Board is 67%/33% and is thus in line with the diversity objective of the Management and Supervision Act (Wet Bestuur en Toezicht).
Other positions held by the Management Board members outside the company are reported to the chairman of the Supervisory Board and disclosed in the annual report. The members of the Management Board do not hold any other positions that are in conflict with the interests of Alliander.
None of the members of the Management hold more than two supervisory board positions in large legal entities within the meaning of the Management and Supervision Act. Nor do any of the members act as chairman of a Supervisory Board. This is in accordance with the Management and Supervision Act and the Code.
In the 2015 financial year, there were no transactions involving a conflict of interests of Management Board members (within the meaning of provisions II.3.2 to II.3.4 of the Code).
Composition of the Supervisory Board
The Supervisory Board saw two members depart prematurely: on 15 December 2014, Ms J.W.E. Spies resigned from the Board because of her appointment as mayor of Alphen aan den Rijn, while Mr F.W. Briët resigned for health reasons with effect from 1 January 2015. The Supervisory Board thanks both members for their sustained and dedicated service to Alliander, the pleasant contacts and their contributions to the proper functioning of the Supervisory Board.
Mr Briët was succeeded by Mr B. Roetert, who was appointed at an Extraordinary General Meeting of Shareholders held on 19 February 2015, upon the nomination of the Supervisory Board and with a positive recommendation from the Central Works Council. Mr Roetert has extensive management experience in the international business community, and also brings profound knowledge of the consumer market to his new post. His knowledge and experience represent valuable additions to the existing expertise within the Supervisory Board. His appointment makes a good fit with the Board's profile. The vacancy arising from the departure of Ms Spies was not yet filled in 2015.
Mr J.C. van Winkelen was due to retire by rotation from the Supervisory Board after the end of the General Meeting of Shareholders in 2015. He initially indicated that he would not be available for reappointment on account of his age but – in view of the situation that had arisen – agreed to make himself available for a further period of no more than one year in order to assure the continuity of the Supervisory Board. On 8 April 2015, the General Meeting of Shareholders reappointed Mr Van Winkelen upon the nomination of the Supervisory Board and with a positive recommendation from the Central Works Council for a period of one year.
Effective from February 2016, the Supervisory Board consists of five members who were appointed according to the following schedule of resignation.
The reappointment of Mr Van Winkelen will end after the General Meeting of Shareholders on 7 April 2016. As noted, Mr Van Winkelen will not make himself available for reappointment. Ms Van der Veer-Vergeer will also retire from the Supervisory Board after the end of the upcoming General Meeting of Shareholders. She has indicated that she is available for reappointment. During the General Meeting of Shareholders in 2016, the Supervisory Board will nominate candidates for filling the vacancies arising from the departure of Ms Spies and Mr Van Winkelen and nominate Ms Van der Veer-Vergeer for reappointment.
Mr E.M. d’Hondt is due to retire after the end of the annual General Meeting of Shareholders in 2017. However, as already announced, he has decided not to complete his full term and will retire on 1 July 2016. The Supervisory Board has decided not to fill this vacancy for the time being. After performing its duties for a number of months in the new composition, the Supervisory Board will review whether this vacancy needs to be filled again. The envisaged successor of Ms Spies will take over as chair of the Supervisory Board on 1 July 2016.
Profile, competences and diversity
The Supervisory Board has drawn up a profile for its composition. The profile takes account of the specific nature of the company and its activities and the desired expertise and background of the members of the Supervisory Board. Diversity is also important, not just in terms of expertise and background but also gender and age. The Supervisory Board is of the opinion that diversity enhances the decision-making of the Board as a collegiate body. The profile was evaluated in 2015 and certain adjustments were made. These adjustments were explained and discussed during the General Meeting of Shareholders on 8 April 2015. The adjusted profile can be viewed on the corporate website alliander.com.
The composition of the Board was diverse in 2015; the members had backgrounds in different sectors as well as professional knowledge and experience in a variety of fields. The ages are also sufficiently diverse, with years of birth ranging from 1944 to 1959. The male-female ratio in the Supervisory Board was 60%/40% and met the diversity target (at least 30% male and at least 30% female) under the Management and Supervision Act. Vacancies within the Board are filled with due regard to the importance of a balanced composition. The primary consideration when appointing candidates is the quality and suitability of the candidates for the vacant position.