The basic premises for Heijmans’ corporate governance structure are: good business conduct, integrity, reliability, client focus, openness and transparent dealings by the management, as well as the proper supervision of same. After all, we attach a great deal of importance to achieving an equitable balance between the interests of our various stakeholders. Heijmans endorses the principles of the Dutch Corporate Governance Code to the effect that the Company is a long-term alliance of the various stakeholders of the Company.
Shares
Depositary receipts for Heijmans shares are issued through the Heijmans Share Administration Trust, or SA Trust (Stichting Administratiekantoor Heijmans). The purpose of this vehicle is to prevent resolutions being adopted by a shareholders meeting through a random majority.
A decision to issue depositary receipts for shares is taken by the company, not by the SA Trust. The purpose of depositary receipts is to prevent arbitrary decision-making at a shareholders’ meeting due to a low-percentage attendance of depositary receipt holders, i.e. a low percentage of capital represented. In the Company’s view, it is not desirable that in the event of low attendance, just a few depositary receipt holders can determine the outcome of a vote.
It is important that each depositary receipt holder wishing to exercise their voting rights at a general meeting always receives an unrestricted proxy from the SA Trust for this purpose. Each depositary receipt holder is therefore able to vote at a general meeting themselves or through their proxy. It is also always possible to give voting instructions to a civil-law notary. This means there are no obstacles preventing depositary receipt holders from casting their votes.
If a depositary receipt holder does not make use of the options provided for this purpose, a representative of the SA Trust, in fact a member of the SA Trust Board, casts the votes attached to the depositary receipts of the depositary receipt holder in question. This means no votes are lost. The SA Trust also offers holders of depositary receipts the opportunity to make their views on agenda items for a general meeting known in writing to the SA Trust Board in advance. The management can then take these views into account when preparing the general meeting.
The purpose of the Sa Trust is described in article 2 of its articles of association (to be found (in Dutch) on Stichting Administratiekantoor (heijmans.nl)). Important in this respect is: "In exercising the rights attached to the shares, the SA Trust is guided primarily by the interests of the holders of depositary receipts issued for the shares by the SA Trust, taking into account the interests of the company, its affiliated enterprise and all stakeholders."
The SA Trust therefore has no self-interest but considers the interests of all stakeholders, primarily those of the depositary receipt holders.
During the annual depositary receipt holders’ meeting in November, the board of the SA Trust explains its activities in the current year. Every depositary receipt holder can register for this meeting. The minutes of that meeting are published (in Dutch) on the website of the SA Trust (Stichting Administratiekantoor (heijmans.nl)). In accordance with best practices 4.5.6 and 4.5.7, the SA Trust publishes a report of its activities each year.
Works Council
Employees are represented at Heijmans via the Works Council. Heijmans has a single Works Council at the level of Heijmans Nederland B.V. There are also a number of committees, each with its own focus area, such as finance, social policy and communications, comprising both members and non-members of the Works Council. In 2023, the Works Council held 12 Works Council meetings, and seven consultative meetings. The latter are meetings at which the chairman of the Executive Board is present. A member of the Supervisory Board attended two of the consultative meetings. In the course of 2023, the Works Council dealt with eight requests for approval and 10 requests for advice. In 2023, the Works Council will celebrate its 50th anniversary. Both the Works Council and the company celebrated this in a variety of ways because that anniversary can be considered a milestone.