Quality assurance and supervision
The self-assessment of the Supervisory Board in 2015 was carried out without external assistance. It involved a discussion of the performance of the Supervisory Board as a whole and of the individual members, the working relationship between the Supervisory Board and the Management Board, and the performance of the committees.
In general, the members of the Supervisory Board are satisfied with the functioning of the Supervisory Board as a whole. Specific reference is made to the constructive and pleasant cooperation and the highly substantive discussions. The members of the Supervisory Board believe that things are going better than in previous years. However, the supervisory role has become much more time-consuming. The WNT and the network exchange between Enexis and Alliander in particular required a lot of time and attention in the past year. There were few comments about the performance of the individual members. The considerable diversity in the composition is greatly appreciated and leads to more balanced discussions.
The relations between the Supervisory Board and the Management Board are perceived to be open and mature. The Supervisory Board is of the opinion that ‘operations’ and ‘significance of costs’ are themes that still receive too little attention. In addition, the Board would appreciate a better insight into the quality of human resource management within the organisation. Improvement in the quality and effectiveness of the provision of information was also discussed.
The self-assessment revealed that the members were satisfied with the current performance of the committees. One point of concern is that more members of the Audit Committee should have specific financial knowledge. The same applies to the Supervisory Board as a whole incidentally. This should receive increased attention as part of the lifelong learning process.
The Supervisory Board has put in place a learning programme that is designed to maintain and broaden the knowledge and expertise of the Supervisory Board members. In this connection, Mr F. Rooijers, Director of the research and consultancy organisation CE Delft, presented a report on the network of the future (‘Net voor de toekomst’). This report sets out the impacts of the current sustainability drive on the gas and electricity networks. The Supervisory Board found the presentation informative and instructive.
The new Supervisory Board member Mr Roetert went through an induction programme, including introductory meetings with the members of the Management Board. In addition, attention was devoted to the corporate governance of Alliander, the company's operational activities and the responsibilities associated with the supervisory board membership. Finally, Mr Roetert was given a guided tour of the operational centre in Arnhem and conducted informative talks with the executive committee of the Central Works Council and several key officers within Alliander.
Insider Trading Policy
All members of the Supervisory Board have signed a statement confirming their compliance with the Insider Trading Policy. The purpose of this policy is to prevent the use of insider knowledge and conflicts of business and personal interests (or any semblance thereof) in relation to certain transactions. Anyone directly or indirectly involved in Alliander's transactions in financial instruments or who may have access to insider knowledge is regarded as an insider.
Independence and conflicts of interest
The By-laws of the Supervisory Board contain regulations relating to independence, other positions outside the company and conflicts of interest. The composition of the Supervisory Board is designed to ensure that the members are able to act independently within the meaning of the Code vis-à-vis each other, the Management Board or any additional interest. All members of the Supervisory Board are independent within the meaning of best practice provision III.2.2 of the Code. Due to her membership of the Supervisory Boards of Wintershall Nederland B.V. and Wintershall Noordzee B.V., Ms Van der Linde is not independent as prescribed in Section 11 (2b) of the Electricity Act 1998 and Section 3 (2b) of the Gas Act. All other members of the Supervisory Board are independent within the meaning of these Acts. This means that none of them have a direct or indirect connection with an organisational entity that produces, procures or supplies electricity or gas.
Other positions held by the Supervisory Board outside the company are reported to the chairman of the Supervisory Board and are disclosed in the annual report. None of the Supervisory Board members hold a position outside the company that is in conflict with their Supervisory Board membership at Alliander.
As none of the Supervisory Board members hold more than five supervisory board positions at Dutch listed companies, Alliander is in compliance with provision III.3.4 of the Code. Nor do any of the members of the Supervisory Board hold more than five supervisory board positions in large legal entities within the meaning of the Management and Supervision Act.
In 2015, there were no material transactions involving conflicts of interest of Supervisory Board members (within the meaning of provisions III.6.1 to III.6.3 of the Code), nor did any material transactions take place between Alliander and natural persons or legal entities holding at least 10% of the shares in the company (within the meaning of provision III.6.4 of the Code). The other transactions with the major shareholders are disclosed in the financial statements.