Corporate Governance

The Executive Board and the Supervisory Board of Koninklijke HaskoningDHV Groep B.V. (“Royal HaskoningDHV”) are guided by the principles and best practice provisions of the Dutch Corporate Governance Code (“the Code”).

Code compliance

Royal HaskoningDHV has voluntarily adopted the Code and the Executive Board and the Supervisory Board are responsible for compliance with the Code. The Code requires Royal HaskoningDHV to explicitly state in a separate chapter of the executive board report in Royal HaskoningDHV’s Annual Report or a publication on the Royal HaskoningDHV website the extent to which Royal HaskoningDHV complies with the principles and best practice provisions of the Code and, where it does not comply, why and to what extent it deviates. The Code further recognises that a one-size fits all approach does not work for a company's governance structure by definition and deviations can be justified. In line with the comply-or-explain principle, the deviations from the Code are explained below.

Annual General Meeting

Royal HaskoningDHV is a private limited liability company operating under Dutch law. The relevant provisions under Dutch law regarding large corporations ('structure regime') is applicable to Royal HaskoningDHV. The Annual General Meeting appoints the external accountant, adopts the annual accounts, appoints and sets the remuneration for the members of the Supervisory Board and approves the Executive Board's remuneration policy. The members of the Executive Board are appointed and removed from office by the Supervisory Board.

Financial reporting

The Executive Board is responsible for the quality and completeness of the published financial reports, which are reviewed and co-signed by the Supervisory Board, but final adoption is by the shareholders. Royal HaskoningDHV has developed strict procedures for producing and publishing its annual report and other occasional financial information. These procedures are also subject to the Supervisory Board's review. The external accountant attends the Annual General Meeting at which the annual accounts are adopted.

Deviations to the principles and best practice provisions from the Code

Royal HaskoningDHV complies with the principles and best practice provisions as formulated in the Code. However, the deviations from the Code’s principles and best practice provisions are as follows:

No.	Best Practice Provision	Royal HaskoningDHV’s deviation / not applicable
1.3.6	Absence of an internal audit department	Best Practice Provision 1.3.6 is not applicable to Royal HaskoningDHV as Royal HaskoningDHV has an internal audit department.
1.6.5	Departure of the external auditor	In case the relationship with the external auditor is early terminated, the company will inform its two shareholders directly.
2.1.2	Personal information	This information will be shared on the Royal HaskoningDHV website.
2.2.1	Appointment and reappointment periods – Executive Board members	Executive Board members are appointed for an indefinite period of time.
2.2.2	Appointment and reappointment periods – Supervisory Board members	After an eight-year term a Supervisory Board member can only be reappointed for a further third term of max two years.
2.3.2	Establishment of committees	The Remuneration committee and the Selection and appointment committee are combined into one: the Remuneration and Appointment Committee.
4.1	Annual General Meeting	The company is a private limited liability company and has two shareholders: the Stichting HaskoningDHV that holds all A shares (being at least 75.5% of the entire issued share capital) and the Stichting Administratiekantoor HaskoningDHV (that holds all B shares (not more than 24.5% of the entire issued share capital) for which depositary receipts have been issued. Provisions aimed at promoting the greatest participation possible by shareholders in the company's decision-making are therefore of very limited relevance. Similarly, arrangements for proxy voting and communication with shareholders are not relevant and there are adequate procedures which have been set up for this purpose.
4.2.3	Meetings and presentations	Best Practice Provision 4.2.3 is not applicable to Royal HaskoningDHV since it is not a listed company.
4.2.4	Posting information in a separate section of the website	Best Practice Provision 4.2.4 is not applicable to Royal HaskoningDHV since it is not a listed company.
4.2.5	Management board contacts with press and analysts	Best Practice Provision 4.2.5 is not applicable to Royal HaskoningDHV since it is not a listed company.
4.3.4	Voting right on financing preference shares	Best Practice Provision 4.3.4 is not applicable to Royal HaskoningDHV since it has no financing preference shares.
4.3.5	Publication involvement policy of institutional investors	Best Practice Provision 4.3.5 is not applicable to Royal HaskoningDHV since it has no institutional investors.
4.3.6	Report on the implementation of involvement policy of institutional investors	Best Practice Provision 4.3.6 is not applicable to Royal HaskoningDHV since it has no institutional investors.
4.3.7	Abstaining from voting in the event of a larger short position than long position	Best Practice Provision 4.3.7 is not applicable to Royal HaskoningDHV since it is not a listed company.
4.3.8	Share lending	Best Practice Provision 4.3.8 is not applicable to Royal HaskoningDHV since it is not a listed company.
4.5.2	Appointment of board members No management board members or former management board members, supervisory board members or former supervisory board members, employees or permanent advisors of the company should be a member of the board of the Trust Office	The members of the board of the Trust Office are employees of Royal HaskoningDHV.
4.5.3	Board appointment period	The members of the board of the Trust Office are appointed for a three year-period with the option to be reappointed for two consecutive periods of each three years, hence nine years maximum.
4.5.8	Voting proxies	The issuance of voting proxies and binding voting instructions is not considered necessary.
5	One Tier Governance Structure	The principles and provisions in Chapter 5 are not applicable to Royal HaskoningDHV since Royal HaskoningDHV does not have a one-tier governance structure.