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.
In 2014 the Arcadis Selection and Remuneration Committee (established in 1998) was split into the Arcadis Remuneration Committee (the "ARC") and the Arcadis Selection Committee (the "ASC").
The ARC 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 ARC 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 ARC 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 ASR 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.
The AAC was established at the start of 2003. The AAC consists of three members. The primary task of the AAC 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 AAC 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 AAC is the external auditor's first point of contact should he find irregularities in the contents of financial accounts or reports. The AAC 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 world in a complex place. Arcadis helps you navigate this complexity by understanding the bigger picture. Click here to read our latest thinking.