Arcadis is committed to the principles of good governance: integrity, transparency, accountability and proper supervision. We apply the Dutch Corporate Governance Code since it was first introduced in 2003, with few deviations. Currently we deviate from one provision.
An overview of the corporate governance structure of Arcadis and an explanation of its sole deviation from the principles and best practices of the Dutch Corporate Governance Code is provided on the page 'Compliance with Dutch Corporate Governance Code’.
In December 2016, the Dutch Corporate Governance Code Monitoring Committee (the “Committee”) presented an update of the Dutch Corporate Governance Code. During 2017, Arcadis implemented the changes resulting from this updated Dutch Corporate Governance Code. In addition, Arcadis took the opportunity to optimize its corporate governance in the interest of the wider organization. It focused on the effectiveness of six identified core governance topics and related processes: Executive Board and Executive Board effectiveness, Supervisory Board and Supervisory Board effectiveness, risk management and business control, internal audit, culture, and diversity and inclusion.
On 1 December 2019, the Dutch Act implementing the amended European Shareholder Rights Directive entered into force (with a few provisions exempted). The Directive aims to encourage effective and sustainable shareholder engagement in listed companies. Key elements relate to remuneration of the Executive Board and the Supervisory Board. In 2020, we completed the implementation of the new rules within Arcadis. Implementation efforts included alignment of the remuneration policy for the Executive Board with the new rules and the introduction of a remuneration policy for the Supervisory Board. Other governance documents that were aligned with the new rules include the Articles of Association, the Executive Board and Executive Leadership Team Rules, the Supervisory Board regulation and the Remuneration Committee charter.
Any future material changes in the Company’s corporate governance structure and its compliance with the Code will be submitted to the shareholders for their consideration.