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The Supervisory Board supervises and advises the Executive Board and the Executive Leadership Team on the performance of its tasks and supervises the overall development of the Company and its affiliates. In doing so, the Supervisory Board is guided by the interests of the Company and its stakeholders.
Pursuant to the Articles of Association of the Company, the Supervisory Board consists of at least three members . Members are appointed by the General Meeting. For every appointment the Supervisory Board is entitled to make a nomination. The General Meeting can overrule a binding nomination by a resolution adopted by a majority of at least two-thirds of the votes, representing more than one-third of the issued share capital. In case of a non-binding nomination, the General Meeting decides by simple majority.
The General Meeting can dismiss a member of the Supervisory Board. Such a decision, other than proposed by the Supervisory Board, requires at least two-thirds of the votes, representing at least one-third of the issued share capital.
The Supervisory Board appoints one of its members as Chair and one as Vice-Chair. In case of an appointment or reappointment of Supervisory Board members, the Supervisory Board profile is taken into account. Members are appointed for a maximum period of four years. Pursuant to best practice provision 2.2.2 of the Corporate Governance Code, a Supervisory Board member may be reappointed once for a second maximum period of four years, and subsequently for a maximum period of two years, which reappointment may be extended by a maximum of another two years. In the event of a reappointment after eight years, reasons will be given in the report of the Supervisory Board.
The Supervisory Board has established the following committees from among its members: an Audit and Risk Committee, a Selection Committee and a Remuneration Committee and a Sustainability Committee. The task of these four committees is to assist and advise the Supervisory Board in fulfilling its responsibilities.
Regulation Supervisory Board
The Supervisory Board has drawn up a regulation in respect of, amongst other things, the division of duties within the Supervisory Board and the procedures of the Supervisory Board.
Profile of the Supervisory Board
In consultation with the Executive Board, the Supervisory Board has drawn up a preferred profile of its size and composition, taking into account, amongst other things, the nature of the business, its activities and the desired expertise and background of the Supervisory Board members. According to this profile the Supervisory Board consists of at least three and no more than nine members and should reflect the international social context and business environment in which the Company and its affiliated businesses operate. They must have knowledge of and/or experience in management of international companies or (quasi-)governmental organizations or possess extensive and relevant social experience. The members must be able to act critically and independently, both with regard to each other and to the Executive Board.
The diversity policy for the Supervisory Board is applied when considering the selection and (re)appointment of members of the Supervisory Board as the Company’s business gains from a wide range of skills and a variety of different backgrounds which reflects the diversity of the Arcadis client base. See p. 121 - 123 of our 2022 Annual Integrated Report for the specific diversity targets for the composition of the Supervisory Board as well as their implementation and results against the targets in 2022.
The profile of the Supervisory Board shall periodically be reviewed.
Certain important shareholder and/or Executive Board resolutions require the approval of the Supervisory Board. These include the issuance, acquisition or disposal of shares, amendments to the Articles of Association, dissolution of the Company, certain major co-operations, acquisitions and divestments as well as the remuneration policy for members of the Executive Board. The Supervisory Board is the corporate body that resolves on the remuneration of the members of the Executive Board.
The Supervisory Board consists of six members. The present composition of the Supervisory Board and further information about its members are provided here.
The (re)appointment schedule confirms for each Supervisory Board member when their term ends and whether they are eligible for reappointment (under Downloads).
At least once a year, outside the presence of the Executive Board, the Supervisory Board evaluates its own functioning, the functioning of the Supervisory Board committees and that of individual Supervisory Board members, and discusses the conclusions that are attached to the evaluation.
Once a year the Supervisory Board provides a report which includes, amongst other things, a description of its activities during the year, information on the members and the functioning of the Executive Board and the Supervisory Board (including Supervisory Board committees). The report by the Supervisory Board is included in the annual report of the Company. The Supervisory Board also annually provides a remuneration report which can be found below under Downloads.
Committees of the Supervisory Board
Remuneration Committee (RemCo)
The RemCo consists of a minimum of three and a maximum of four members. The Supervisory board elects a member of the Supervisory board to be the Chair of the Remuneration committee. The primary task of the RemCo is to assist and advise the Supervisory Board in fulfilling its responsibilities by establishing and maintaining competitive and fair remuneration policies for the Executive Board of Arcadis NV. The remuneration task includes, amongst other things, that the RemCo advises the Supervisory Board on remuneration of the members of the Executive Board including the remuneration structure and the amount of fixed and variable components of the remuneration as well as on the allocation of options and shares under the existing Arcadis Incentive plans. The committee also has the task of annually preparing the remuneration report.
The RemCo meets at least twice a year.
The present composition of the RemCo as well as information about its members is provided here. The RemCo has its own charter.
Selection Committee (ASC)
The ASC consists of a minimum of three and a maximum of four members. The task of the ASC is to assist and advise the Supervisory Board in fulfilling its responsibilities by preparing the selection and nomination of the Executive and Supervisory Board members of Arcadis NV. This selection task of the ASC includes, amongst other things, that the ASC prepares the selection criteria and appointment procedures for members of the Executive Board and Supervisory Board, advises on the size and composition of the Executive Board and Supervisory Board and evaluates the functioning of individual members of these Boards. The committee also prepares succession plans for top management. The Chair of the Supervisory Board is the elected Chair of the ASC.
The ASC meets at least twice a year.
The present composition of the ASC as well as information about its members is provided here. The ASC has its own charter.
Audit and Risk Committee (AARC)
The AARC consists of at least three members. The primary task of the AARC is to assist the Supervisory Board in fulfilling its responsibilities by, amongst other things, reviewing and overseeing, the financial and operational information, risk management and control systems, internal audit, financing, reporting processes and the independence, qualifications and performance of the external auditor. The AARC discusses, in preparation for decision-making by the Supervisory Board, the periodic financial reports and the reports of the external auditor. It also supervises compliance with recommendations and observations made by the auditor and the relationship with the external auditor including, in particular, his independence. The AARC is the external auditor's first point of contact should he find irregularities in the contents of financial accounts or reports. The AARC reviews compliance with the Arcadis General Business Principles. Protocols have been established to address the receipt, retention and handling of any reports of actual or suspected misconduct or irregularities received by the Company regarding accounting, internal control and auditing matters, including protocols for the confidential, anonymous submission by Arcadis employees. Reference is made to the Arcadis General Business Principles and the Issue Reporting and Handling procedure.
The AARC meets at least four times per year. At least once a year the AARC meets with the external auditor outside the presence of the Executive Board.
The present composition of the AARC and information about its members are provided here.
The AARC has its own charter.
Sustainability Committee (SusCo)
The primary function of the Sustainability Committee (SusCo) is to assist and advise the Supervisory Board (SB) in the area of sustainability. For the purpose hereof, Sustainability is defined as the various Environmental, Social, and Governance topics that demonstrate or measure our commitment to improving quality of life (the avoidance of depletion of natural resources in order to maintain an ecological balance & the successful creation of sustainable places & communities that promote human wellbeing considering factors such as liveability, health, equity, community development, social capital, human rights, social responsibility, social justice and cultural competence). The SusCo assists the Supervisory Board in fulfilling its responsibilities and will prepare the plenary discussion and decision-making by the Supervisory Board on major items within the SusCo’s scope of work.
In the exercise of its task, the SusCo will focus on:
a) the sustainability approach and culture of the Company;
b) sustainability as a fiduciary duty;
c) the linkage between the Company strategy and sustainability;
d) the appropriate framework for non-financial reporting on sustainability;
e) sustainability as an element of remuneration;
f) the enhancement of sustainability in the Company’s organization;
g) external positioning and the further development of positioning as a sustainable business
in the market through thought leadership and otherwise, and getting the related recognition;
h) the impact for clients of the Company through provision of services;
i) opportunities and risks in the area of sustainability;
j) the relationship with other ‘related topics’ such as Governance and Integrity; and
k) other Sustainability items/elements as determined from time to time.
The SusCo meets at least four times a year.
The SusCo consists of three members of the Supervisory Board. Additionally, the CEO, the ELT member responsible for Sustainability, the Global Sustainability Officer and a rotating member of the GBA leadership team attend the quarterly meetings as permanent guests. The SusCo has its own charter, click here. The present composition of the Supervisory Board and information about their role in the SusCo is provided here.