Report of the Supervisory Board

Report of the Supervisory Board

Sights set on the future

The Supervisory Board hereby presents the 2015 Annual Report and Financial Statements for Eneco Holding N.V., as prepared by the Board of Management.

Redefined strategy Eneco

In order to remain relevant for current customers and to be able to attract new customers, Eneco redefined its strategy in 2015. The central aspect of this strategy is to strengthen the relationship with society, citizens and businesses with the aim to work together on creating a sustainable and local energy supply. To achieve this, Eneco places a strong emphasis on innovation, collaboration and acceleration. The Supervisory Board supports, and is closely involved in, the development of this approach and monitors the progress that is being made with interest.

Themes in 2015

The Supervisory Board is aware of and pays attention to the high level of intensity required from the management of the company with respect to the different focus areas. This intensity stems from controlling the operations of the company and the development and implementation of the strategy against the background of the unbundling issue, which also demands a lot of attention from the Board of Management.

During the meetings of the Supervisory Board in 2015, extensive attention was paid to the abovementioned development of the strategy. Topics discussed by the Supervisory Board include the future profile of the company, the related activities and partners or partnerships and the structure of new earnings models. In connection with this, the Board also discussed the required internal organisational and cultural changes. The strategy was firmly anchored in the organisation in the past year, including the specification of strategic KPIs and milestones. Another important theme in 2015 related to the proceedings in connection with the group prohibition, the ruling of the Supreme Court on June 26, and the way in which the company is preparing for unbundling. Other items that were addressed by the Supervisory Board were the improvement of performance, Eneco's business plan, the financial results and (the mitigation of) company-related risks.

Supervisory Board composition and working method
Consultations and attendance

The Supervisory Board held seven regular meetings in 2015, one of which was attended by Deloitte Accountants. Management representatives frequently participated in discussions on a variety of topics. Two Board members took part in rotation in the consultation meetings of the Central Works Council.

The Chairman of the Supervisory Board and the Chairman of the Board of Management met once a month and members of both boards discussed matters regularly either in person or by telephone. During the period that the chairman of the Board of Management was on special leave, the chairman of the Supervisory Board (and, on one occasion, the vice-chairman of the Supervisory Board) met with the other three members of the Board of Management every two weeks. In addition to attending the regular meetings, the chairman of the Supervisory Board was also actively and closely involved in the important themes in 2015.

Committees
Selection and Appointment Committee

The Selection and Appointment Committee (S&A Committee) met twice in 2015. In addition, the S&A Committee (or, in some cases, a delegation of this committee) met several times with a delegation of the shareholders in connection with the selection and appointment of a new member with management experience in the public sector who would succeed Klaas de Vries.

Under the lead of the S&A Committee, the Supervisory Board selected and appointed two Supervisory Board members in 2015, Rob Zandbergen and Atzo Nicolaï, and discussed the reappointment of Mirjam Sijmons. Mirjam Sijmons was reappointed and Rob Zandbergen was appointed as member of the Supervisory Board on 23 March 2015. Rob Zandbergen has a broad financial background and will also be a member of the Audit Committee. Atzo Nicolaï was appointed as member of the Supervisory Board on 18 September 2015. Mr Nicolaï has ample experience in the domain of public administration and will succeed Klaas de Vries, who will step down in March 2016. In connection with the wish of the shareholders to appoint someone with experience in, and affinity with, public administration in the Supervisory Board, a delegation of the shareholders was closely involved in the process of his selection and appointment. At present, the Supervisory Board temporarily consists of eight members.

Audit committee

The Audit Committee held eight meetings, one of which by telephone, all of which with the participation of Deloitte Accountants and, occasionally, in the presence of the internal auditor. The chairman of the Supervisory Board also attended the meetings regularly to provide support.

In the presence of Deloitte Accountants, the Audit Committee discussed and assessed annually recurring topics such as the 2014 annual report, the independent auditor’s report for 2014, the 2015 half-year report, the audit plan and the 2015 management letter. The reports of the Internal Audit department were discussed and attention was paid to the follow-up of the findings. The Treasury Charter was updated at the end of 2015. Particular attention was paid in 2015 to the first financial analyses of the consequences of the possible unbundling of the company. Other specific topics were cyber security and compliance and integrity.

Remuneration committee

The Remuneration Committee met four times. Under the lead of the Remuneration Committee, the Supervisory Board met with a delegation of the shareholders to discuss the wish of the shareholders to update the remuneration policy for the Board of Management of Eneco Holding. The revised remuneration policy, as adjusted by the Supervisory Board in the past period using input provided by the shareholders, will be presented to the General Shareholders' Meeting for adoption in March 2016. The Remuneration Report is available on Eneco’s corporate website. The remuneration of the members of the Board of Management and the Supervisory Board is detailed further in the section Remuneration 2015 of this Annual Report.

Strategic Committee

A Strategic Committee was set up at the end of 2015. This committee discusses and makes preparations for meetings on all aspects relating to the unbundling of the organisation and met once, by telephone, in 2015.

Theme groups

Members of the Supervisory Board participated in an extensive and open dialogue with the organisation in 2015, in various theme groups (strategy, customers and financial strategy). This has added an extra dimension to the role of the Supervisory Board as sounding board for the Board of Management.

Internal and external connections

To properly perform its task as Eneco’s Supervisory Board, the Supervisory Board maintains direct contact with the business. The agenda of a working visit by the Supervisory Board to the province of Groningen in 2015 included a tour of Eneco's bioenergy plant Bio Golden Raand, the collaboration with AkzoNobel and the relationship with Groningen Seaports. Furthermore, the Supervisory Board paid visits to parts of Eneco Group and participated in Eneco’s Innovation Day as well as the Environmental Dinner, which was attended by Eneco's major stakeholders and partners. The Supervisory Board also met with the members of Stedin's Supervisory Board in 2015.

Members of the Supervisory Board and the Board of Management held regular consultations with the Shareholders Committee and the Rotterdam, The Hague and Dordrecht shareholders. Topics addressed included the transformation of Eneco, local and international developments and the proceedings in connection with group prohibition.
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The constructive and open nature of the dialogue with the shareholders, in which the Supervisory Board also took part, contributed to the good relations. The shareholders' support with respect to Eneco's strategy and the unbundling issue is widely appreciated.

Self-assessment

The Supervisory Board also critically monitors its own performance. Collaboration between members and with the Board of Management is a regular topic of discussion. In addition, the members of the Supervisory Board discussed the results of their self-assessments among themselves in the first half of 2015.

Advice

Eneco concluded 2015 with a satisfactory result. The Supervisory Board would like to thank the management, employees and all Eneco’s external partners for their dedication, commitment and efforts.

The Supervisory Board views the future of the company with confidence and fully supports Eneco’s sustainable course. The Supervisory Board would advise the shareholders to adopt the 2015 Financial Statements.

On behalf of the Supervisory Board Eneco Holding N.V.

E.H.M. van den Assem

Rotterdam, 19 February 2016

Attendance overview Supervisory Board Eneco

Vergaderdatum1

Edo
van den Assem

Mirjam
Sijmons

Klaas
de Vries

Henk
Dijkgraaf

Marike
van Lier Lels

Marco
Keim

Rob
Zandbergen

Atzo

Nicolaï

23 January

_

x

x

x

x

x

0

0

20 February

_

x

x

x

x

x

0

0

20 March

x

x

x

_

x

x

0

0

22 Nay

x

x

x

x

x

x

x

0

3 July

_

_

x

x

x

x

x

0

18 September

x

x

x

x

x

x

x

0

12 and 13 November

x

x

x

x

x

x

x

x

0 not yet appointed, x present, - not present

 

 

 

 

 

  1. 1In addition to attending the regular Supervisory Board meetings, members of the Supervisory Board also frequently met with various stakeholders of the organisation (also see the paragraph on Supervisory Board composition and working method).
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Consolidated financial statements 2015