The Dutch Corporate Governance Code updated in 2022 was published in the Government Gazette on 30 August 2023. This Code was embedded in Dutch law as per 1 January 2024 by virtue of Section 2:391(5) of the Dutch Civil Code in conjunction with Section 2 of the Decree on the Content of Management Reports (Besluit inhoud bestuursverslag). Heijmans is reporting on the basis of the 2022 Code for the first time for the 2023 financial year.
Heijmans endorses the underlying principles of the Dutch Corporate Governance Code and has incorporated these principles as such in our corporate governance structure. We have also aligned the regulations of the Executive Board, of the Supervisory Board and of the committees of the Supervisory Board with the code.
Note on the application of the Dutch Corporate Governance Code
For the reporting year 2023, Heijmans is required to report regarding best practice 2.2.2. This provision deals with the number of terms of appointment for supervisory directors. A supervisory director is appointed for a period of four years and may thereafter be reappointed once for a period of four years. Thereafter, the supervisory director may be reappointed again for a term of two years, which may then be extended for a maximum of two years. Reappointment after a period of eight years must be justified in the Supervisory Board’s report.
At the General Meeting on 3 April 2023, Sjoerd Vollebregt, after two four-year terms, was nominated for reappointment for a period of two years.
At the nomination for reappointment, the Supervisory Board indicated that it is of the opinion that, given his knowledge and experience over the past eight years, Mr Vollebregt has proven himself highly capable of fulfilling the role of supervisory director (and Chairman) at Heijmans. His proposed reappointment for two years was for reasons of continuity. A number of supervisory directors had been appointed relatively recently at the time of the General Meeting on 3 April 2023. Reappointing Sjoerd Vollebregt gave the Supervisory Board the opportunity to conduct a timely and careful search for a candidate to fill the vacancy that will arise when Sjoerd Vollebregt steps down in 2025. In addition, the Supervisory Board was of the opinion that reappointment of Sjoerd Vollebregt contributes to the diverse and complementary composition of the Supervisory Board, in accordance with the Heijmans Supervisory Board profile.