Witteveen+Bos appoints Supervisory Board
The shareholders of international engineering and consultancy firm Witteveen+Bos N.V. – all of whom are also employees of the company – have appointed a Supervisory Board at the General Meeting of Shareholders on 5 April 2016. This is the first time in the company’s history that a Supervisory Board has been appointed. Dutch law prescribes establishment of a Supervisory Board when a company has reached a certain size, and after years of continuous growth Witteveen+Bos now meets the relevant criteria. According to the Board of Directors, the creation of a Supervisory Board is in keeping with the company’s ambitions and strategic direction.
During the General Meeting of Shareholders on 5 April 2016, the shareholders approved an amendment to the articles of association that makes it possible to appoint a Supervisory Board as of the aforementioned date. The shareholders then appointed three Board members: Hans van der Ven (chairman), Gerard van de Aast, and Inca van Uuden. They will make up the company’s Supervisory Board for the next four years.
The selection procedure was supervised by Witteveen+Bos’ senior partner Stephan van der Biezen, who consulted closely with the Works Council throughout the process. ‘Together we have succeeded in appointing a Supervisory Board that is an excellent ‘fit’ for Witteveen+Bos. The members are truly interested in the company and keen to learn more about our corporate culture. With their extensive knowledge and experience, they will make us even stronger’, says Van der Biezen. The Board of Directors of Witteveen+Bos, consisting of Karin Sluis and Henk Nieboer, is also very pleased with the establishment of the Supervisory Board. ‘Witteveen+Bos has been growing steadily for quite some time. This entails a greater burden of responsibility: to our clients, to our employees, and to society as a whole. The continuity of our operations is essential, and that’s why this is the right time to appoint a Supervisory Board. The Board will not only supervise our operations in an official capacity. We have also opted for an open form of collaboration that will enable it to truly add value’, says Managing Director Karin Sluis.
The engineers and consultants of Witteveen+Bos work on projects of all sizes in the field of water, infrastructure, environment and construction. The global demand for water, energy and food is growing, while climate change and ongoing urbanisation are posing new challenges. For some years now, these developments have resulted in increasing revenues from international projects. In 2015 Witteveen+Bos posted a revenue of EUR 129.6 million, with projects outside the Netherlands accounting for nearly EUR 50 million of this total. ‘The Supervisory Board members have gained considerable experience in dealing with the challenges posed by ongoing international growth’, says newly appointed chairman Hans van der Ven. ‘As the intended chairman, I was involved in selecting the other two Board members. I believe we complement each other well. Gerard van de Aast is very familiar with the international contracting industry and the role of engineering firms in that industry, while Inca van Uuden is a recognised specialist in organisational and human resources issues. My own expertise is in the governance of internationally operating family businesses, and Witteveen+Bos has many characteristics of companies of that type. We will use our expertise to help the Board of Directors in setting out a course for Witteveen+Bos and achieving the company’s ambitions.’
If the shareholders’ equity of a company exceeds EUR 16 million for a consecutive three-year period and if the company has a Works Council and more than 100 employees based in the Netherlands, it is subject to the so-called ‘two-tier regime’ under Dutch law, and as such required to appoint a Supervisory Board. Witteveen+Bos N.V. meets those criteria in 2016. A Supervisory Board represents the interests of shareholders, employees and other stakeholders, while seeking to safeguard the continuity of the company. Witteveen+Bos is wholly owned by its staff, i.e. all shareholders are also employees of the company. This means that a key underlying reason for introducing a two-tier regime – limiting the involvement of shareholders – does not apply to Witteveen+Bos. The company has therefore opted for a mitigated version of the two-tier regime: the Supervisory Board will monitor the continuity of the company by exercising external supervision, but will not be able to nominate new directors.