Alliander attaches great importance to good corporate governance, effective supervision and transparent accountability to all stakeholders. As a large energy network company, we play a pivotal role in Dutch society. For this reason, Alliander voluntarily applies the principles of the Dutch Corporate Governance Code insofar as applicable, with a limited number of exceptions.
Alliander N.V. is a public limited company according to Dutch law with statutory two-tier status. The statutory two-tier status provides the legal framework that partly determines the company's organisational structure. The governance model consists of a two-tier board, with a Management Board and a Supervisory Board. The company is managed by the Management Board, while supervision is carried out by the Supervisory Board. Both bodies act independently of each other and are accountable for the performance of their duties to the General Meeting of Shareholders. The shares of Alliander are held by Dutch provinces and municipalities and are not listed on the stock exchange.
Corporate governance structure in outline
The Management Board and the Supervisory Board are jointly responsible for corporate governance at Alliander. During the reporting year, no substantial changes were made to the corporate governance structure. Our two principal pillars for good corporate governance remain good executive management and good supervision of that management. To ensure the competent performance of these duties, the Management Board and the Supervisory Board are supported by an effective system consisting of risk management procedures, an internal audit function and the external auditor. The governance structure is based on Book 2 of the Dutch Civil Code, the Corporate Governance Code, the company's articles of association and various sets of internal rules and by-laws. The Gas Act and the Electricity Act 1998 also contain various provisions that influence the company's governance. In addition, Alliander operates a Whistleblower Policy and a Code of Conduct (including Insider Trading Policy). The articles of association, various sets of internal rules and by-laws and other corporate governance documentation are posted on the website alliander.com.
The Dutch Corporate Governance Code can be downloaded via the website commissiecorporategovernance.nl.
The Management Board is tasked with the day-to-day management and is responsible for the strategy, the definition and achievement of the objectives, the development of the results and all relevant corporate social responsibility aspects. The Management Board is also responsible for the quality and completeness of the published financial reports, the risk management and control mechanisms, compliance with legislation and regulations and the financing of Alliander.
In addition to the statutory regulations and the relevant provisions in the articles of association, the Management Board must also adhere to the By-Laws of the Management Board. These By-Laws include the allocation of tasks between the individual Management Board members. Each and every change in this allocation of tasks requires the approval of the Supervisory Board. The entire Management Board carries collective responsibility, irrespective of each member's responsibility for the task assigned to him or her.
In view of Alliander's two-tier status, the members of the Management Board are appointed by the Supervisory Board, which notifies the General Meeting of Shareholders of proposed appointments. In 2015, the Management Board consisted of three members. More information about the members of the Management Board is given in the "Members of the Management Board" chapter in this annual report.
The Supervisory Board supervises the policy of the Management Board and Alliander's operations in general. The areas of responsibility of the Supervisory Board – or one of its internal committees – include the development of financial and operational results, the risks arising from Alliander's activities, the design and effectiveness of the risk management and control systems, major acquisitions and divestments, and regulatory compliance. The Supervisory Board performs its supervisory task with due regard to the corporate social responsibility aspects that are relevant to Alliander and the interests of all stakeholders. The Supervisory Board also acts as an advisory body of the Management Board and as the employer of the Management Board members.
In addition to the statutory regulations and relevant provisions in the articles of association, the Supervisory Board must also adhere to the By-Laws of the Supervisory Board. The Supervisory Board fulfils its duties as a collegiate body with collective responsibility.
The members of the Supervisory Board are appointed by the General Meeting of Shareholders (upon the nomination of the Supervisory Board1). To be eligible for appointment or reappointment, a candidate must meet the criteria as set out in the profile2. At the end of 2015, the Supervisory Board consisted of five members with one vacancy. More information about the members of the Supervisory Board is given in the "Members of the Supervisory Board" chapter in this annual report.
The Supervisory Board has appointed two standing committees from among its members: the Audit Committee and a combined Selection, Appointment and Remuneration Committee. The duties of these committees are to provide the Supervisory Board with support and advice and to prepare the decision-making. Reports on the committee meetings are presented to the meeting of the full Supervisory Board and serve as the basis for the decision-making. The committees each have their own internal By-laws, setting out their duties, responsibilities and procedures. These By-laws – like the By-laws of the Supervisory Board – can be viewed on the website alliander.com.
General Meeting of Shareholders
The shares of Alliander are held by 56 public shareholders (municipalities and provinces). An overview of all shareholders can be found on the website alliander.com.
The shareholders of Alliander exercise their rights at the annual and extraordinary General Meetings of Shareholders. Every shareholder with voting rights is authorised to attend, speak and vote at the General Meeting of Shareholders. Alliander only has ordinary shares. Decisions are made with an absolute majority of votes, unless the law or the articles of association explicitly prescribe a larger majority.
Where applicable, the following corporate governance subjects are dealt with during the annual General Meeting of Shareholders: appointment, reappointment or dismissal of members of the Supervisory Board, discharge from liability for the members of the Management Board and the Supervisory Board, the remuneration policy of the Management Board and the Supervisory Board and the appointment or reappointment of the external auditor. In addition, the Meeting of Shareholders decides on the adoption of the financial statements and the dividend and amendments to the articles of association. An overview of the most important powers can be found on the website. Certain powers of the shareholders have been allocated to a Committee of Shareholders. These include the power of recommendation, appointment and dismissal of members of the Supervisory Board and powers in relation to the appointment and dismissal of members of the Management Board.
Extraordinary meetings can be held if the Supervisory Board or the Management Board considers this necessary. The agenda of the General Meeting of Shareholders is determined by the Management Board and the Supervisory Board. Shareholders can also convene meetings and/or put items on the agenda, as provided for in the law and the articles of association.
Risk management is the deliberate handling of uncertainties that can have a negative impact on the achievement of the strategy as adopted by the Management Board. An effective risk management and internal control system is therefore important. The Management Board endorses the significance of effective risk management. Last year, the risk management and internal control system was updated in line with internal and external developments. Particular attention was devoted to connecting activities more closely and creating a common risk management language.
We apply the ‘three lines of defence’ model for risk management. Each line of defence has its own responsibility in the management and control process:
- The first line is primarily responsible for the identification, management and monitoring of the risks within its processes and for an effective risk management and control system.
- The second line provides support, advice and coordination to ensure that the management genuinely takes responsibility. It thus provides additional assurance within Alliander.
- The third line provides additional assurance about the question whether the first and second lines can jointly guarantee that the level of control is sufficient to achieve the organisational objectives. They give an objective and independent opinion on this matter, including suggestions for possible improvements. The third line operates in complete separation from all other parts of the organisation.
In addition, various other controls are in place to manage our risks, such as the Planning & Control Cycle, the Risk Management Framework, the Business Control Framework and the Alliander Accounting Manual. These measures are discussed in other parts of this report. Management responsibility for supervising the quality of the control of our top risks also consists of three layers.
- The Risk Management Committee. This committee, which is chaired by the CFO, advises the Management Board on the implementation of and compliance with the risk management policy and the internal control policy in relation to the corporate objectives. Among other things, the committee assesses risk reports, the control test results and the progress of actions taken on audit recommendations.
- Management Board. The members of the Management Board play a proactive role in managing attitudes and behaviours regarding risk management and internal control. Every quarter, the portfolio of top risks is discussed by the members of the Management Board. The discussion of separate risks is frequently on the agenda and additional measures are initiated where necessary. Moreover, the Management Board monitors the risk management and control system, which it regularly tests against the expectations of and developments at our most important stakeholders. At the end of 2015, the Management Board performed a risk session in order to take stock of the strategic risks in relation to Alliander's revised strategy. The risks were viewed from various perspectives: employee safety, customer and reputation, engineering and technology, compliance, quality of service and financial aspects. As a result, management now has a clear and comprehensive picture of the key risks that may affect Alliander's strategy. These risks will be analysed in greater detail early in 2016.
- The Supervisory Board. The Supervisory Board supervises the design and effectiveness of the risk management and control system. The portfolio of top risks is discussed every quarter in the Audit Committee and a summary is given to the full Supervisory Board. The Management Board provides an explanation of the risk report, which the Audit Committee takes on board in its supervision. Possible adjustments to the risk management policy, including the risk-bearing capacity, are put to the Audit Committee before being introduced.
Internal audit function
The Internal Audit Department is an independent function that provides (additional) assurance regarding the control, effectiveness, efficiency and compliance of the operations to the Management Board and the management. In addition, Internal Audit functions within Alliander as a Fraud Disclosure Office. Every year, Internal Audit draws up an audit plan based on risk reports and audit findings. This plan, which contains the proposed audit engagements, is discussed with the management and put to the Management Board and the Audit Committee of the Supervisory Board for approval. The Internal Audit Director reports twice a year to the Management Board and to the Audit Committee about the progress of the implementation of the audit plan as well as the actions taken on the recommendations.
The Internal Audit Director acts under the responsibility of the chairman of the Management Board, holds regular consultation with the external auditor, has a reporting line to the chairman of the Audit Committee and takes part in the meetings of the Audit Committee. These powers are laid down in the Internal Audit Charter.
Alliander's external auditor is PricewaterhouseCoopers Accountants N.V. (PwC). The external auditor is appointed by the General Meeting of Shareholders upon the nomination of the Supervisory Board, which seeks advice from the Audit Committee and the Management Board. The auditor examines the consolidated and company financial statements of Alliander as well as the statutory financial statements of Alliander's subsidiaries and issues an audit opinion. Moreover, the external auditor also reports his findings each year to the Management Board and the Supervisory Board in the form of a management letter and an auditors' report. The auditor also examines the sustainability information in the annual report. This leads to an Assurance Report. The external auditor attends all meetings of the Audit Committee as well as the meeting of the Supervisory Board in which the financial statements and the external auditors' report on the annual audit are discussed. He is also present at the annual General Meeting of Shareholders in order to answer questions by shareholders about his opinion on the true and fair view of the financial statements and to clarify his auditors' report.
Owing to the mandatory rotation of audit firms1 , 2015 is the last year in which PwC audits the financial statements of Alliander. After a competitive, extensive and thorough European public procurement procedure for the selection of a new auditor, the Management Board and the Audit Committee have proposed to appoint Deloitte Accountants B.V. (Deloitte). On these grounds the Supervisory Board has decided to appoint Deloitte as the new external auditor on the basis of the mandate received during the General Meeting of Shareholders of 8 April 2015. The engagement comprises audit services for the statutory audit tasks of Alliander N.V. and will take effect from the start of the 2016 financial year. The duration of the engagement is four years with two extension options of two years each. Further clarification about this decision will be provided in the General Meeting of Shareholders on 7 April 2016.
Supervision of the network operators
As our network operators Liander and Endinet fulfil a vital role in society, their activities are carefully supervised by a number of external organisations. Among other things, they supervise compliance with specific legislation and regulations.
Compliance with the Dutch Corporate Governance Code
Provisions not applying to Alliander
Not all the provisions of the Code are applicable to Alliander. This is because Alliander is a company with a two-tier structure, while the shares may exclusively be held by Dutch lower government authorities and are not listed on the stock exchange. The principles and best practice provisions relating to share and option plans, the issuance of depositary receipts for shares and institutional investors are also not applicable.
The best practice provisions II.2.4 through II.2.7, II.2.13c, II.2.13d, III.2.2e, III.7.1, III.7.2, IV.1.1, IV.1.2, IV.1.7, IV.3.11 and IV.4.1 through IV.4.3 and the principles included under III.8 and IV.2 are not applicable.
Departures from the Code
Alliander complies with virtually all principles and best practice provisions of the Code. For a number of best practice provisions, Alliander adds a qualifying statement and/or does not apply the best practice provisions either in part or in whole. This concerns principle IV.1 and the best practice provisions II.1.1, II.2.3., II.2.8, II.2.14, III.5, III.5.11, III.6.5 and IV.3.1. We explain these departures in greater detail on the website alliander.com.
Corporate governance statement
This entire section may be regarded as the corporate governance statement referred to in Article 2a of the Decree on Additional Requirements for Annual Reports (‘Vaststellingsbesluit nadere voorschriften inhoud jaarverslag) as amended most recently on 22 July 2013 ('the Decree'). The information required to be included in this corporate governance statement as referred to in Article 3a(a) of the Decree – namely the main features of Alliander's management and control system relating to its financial reporting – can be found in this chapter under Risk Management, and is deemed to be incorporated and repeated in this statement.