The Supervisory Board supervises and advises the Executive Board in the performance of its management 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. To enable the Supervisory Board to properly perform these duties, the Executive Board provides the Supervisory Board with all necessary information in a timely manner.
The Supervisory Board consists of at least three members (currently eight). 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. If there is no nomination or the General Meeting resolves in line with the nomination, the General Meeting decides by simple majority. If there is a non-binding nomination, the General Meeting can resolve to appoint another person by majority of at least two/thirds of the votes cast representing at least one/third of the issued share capital. 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 Chairman and one as Vice-Chairman. Members are appointed for a maximum period of four years. They are eligible for reappointment for two additional four-year terms, up to a maximum of 12 years in office.
The Supervisory Board has established three committees from amongst its members: an Audit and Risk Committee (the “AARC”), a Selection Committee (the "ASC") and a Remuneration Committee (the “RemCo”). The committees as such do not have decision-making authority. Their task 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 will mirror the international social setting in which the Company and its affiliates operate. The members must be able to act critically and independently of each other and of the Executive Board. They must have knowledge of and/or experience in running companies or (semi-) government institutions or have broad and relevant social experience. The aim is to achieve a wide representation of knowledge and experience in areas of relevance to Arcadis, such as international service provision, corporate strategy, finance, government policy, and human resources management. The members must have sufficient time available to devote to their roles to ensure that they perform their functions properly.
The profile is periodically evaluated and revised, if necessary, to reflect such things as developments in the size of the Company, the nature of its activities, the degree of internationalization, and the specific risks in the medium and long term.Approval rights
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 seven members. The present composition of the Supervisory Board and further information about its members are provided here.
The time at which the Supervisory Board members step down is confirmed in a (re-)appointment schedule. (under Downloads)
At least once a year, the Supervisory Board evaluates its own performance and that of its members.
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 members, the Supervisory Board and the committees and the carrying out of the duties. The report 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.
In 2014 the Arcadis Selection and Remuneration Committee (established in 1998) was split into the Arcadis Remuneration Committee (the "RemCo") and the Arcadis Selection Committee (the "ASC").
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 chairman of the Remuneration committee. The primary task of the RemCo is to assist and advice 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 ASC consists of a minimum of three and a maximum of four members. The task of the ASC is to assist and advice 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 selects and nominates candidates for (re)appointments on the Executive and Supervisory Boards, advises on the size and composition of the Executive and Supervisory Boards and evaluates the functioning of individual members of these Boards. The committee also oversees succession plans for top management. The chairman of the Supervisory Board is the elected chairman of the ASC.
Both the RemCo and the ASC meet at least twice a year. The present composition of the RemCo and ASC as well as information about its members are provided here. Both committees have their own charter.
Audit and Risk Committee (AARC)
The AARC was established at the start of 2003. The AARC consists of 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, internal risk management and control systems, internal audit, compliance with relevant laws and regulations, financing, reporting processes and the independence 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 complaints received by the Company regarding such subjects as accounting, internal control and auditing matters. If employees are uncomfortable to directly express their concerns verbally or in writing, employees can (anonymously) express concerns through a phone line. Reference is made to the Arcadis General Business Principles.
The AARC meets at least four times each. At least once a year the AARC meets with the external auditor without the presence of any Executive Board member.
The present composition of the AARC and information about its members are provided here. The AARC has its own charter.
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