4. Marco referencial
4.3 Reseña de la cultura muisca
4.3.4 Economía
Corporate Governance
Corporate Governance is the framework of structures, rules and practices
that ensure Grontmij’s accountability and transparency to all our
stakeholders. The main components of how our governance works are
described here. Grontmij is in compliance with the Dutch Corporate
Governance Code with only one deviation. For details of all relevant
documentation on adherence to corporate governance, please refer to
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Corporate Governance – Grontmij Annual Report 2014
The role of the Supervisory Board
Grontmij’s Supervisory Board is charged with the supervision of the management by and policy of the Executive Board and of the general course of events within the Company and any associated businesses. The Supervisory Board further provides guidance and advice to the Executive Board. Supervision focuses on the realisation of strategy, proper execution of internal risk management and control structures,
adequate financial reporting and legal and regulatory
compliance. In pursuing these tasks, the Supervisory Board takes the interests of the company, of its associated companies and of all stakeholders into account.
A detailed description of the tasks and responsibilities of the Supervisory Board can be found on our website
www.grontmij.com > Corporate Governance
The role of the Executive Board
The Executive Board is responsible for determining and
realising the Group’s objectives, strategy, financing and
policy, compliance with all relevant legislation and regulations, the management of risks associated with the
Company’s business operations and financing. The Executive
Board bears collective responsibility for managing the Group.
The specific roles and responsibilities of the Executive Board
members are laid down in the Executive Board charter that can be found on our website:
www.grontmij.com > Corporate Governance
The role of the Executive Committee
In 2014 Grontmij’s Executive Committee consisted of six members: two members of the Executive Board and four country managing directors. The responsibilities of the Executive Committee include general strategy,
Group performance, realisation of operational and financial objectives, people strategy, identification and management
of risks connected to the business activities, Information and Technology (IT) management, corporate responsibility and procurement. In line with Dutch law, the Articles of Association of the Company and the Dutch Corporate Governance Code, the Executive Board remains accountable for the actions and decisions of the Executive Committee and has ultimate responsibility for the Company’s external reporting and reporting to the shareholders of the Company, including providing the General Meeting of Shareholders with information. At the beginning of 2015, Søren Larsen stepped down as country managing director of Denmark. As a consequence, his Executive Committee responsibilities have been reallocated to the other members.
The members of the Executive Committee (other than the Executive Board members) are all country managing directors and take on additional responsibilities at Group level as shown in the schedule below:
Michiel Jaski
CEO
Frits Vervoort
CFO
Ina Brandes John Chubb Ton de Jong
Country Responsibility
Group Operations • Belgium
• Sweden
• All countries • Germany (CMD)
• Turkey (incl. off shoring) • Poland • China • Denmark (CMD) • UK • The Netherlands (CMD) Group Responsibility
Group Functions & Strategy Programmes • Strategy • HR • Corporate Responsibility • Business Development • Legal • Communications
• Internal Audit & Risk Management • Finance • Tax • Treasury • Investor Relations • TWC • Rest of World • Group Growth Segments: - Water - Highway & Roads - Sustainable Buildings - Energy • IT • ERP • Client First
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Corporate Governance – Grontmij Annual Report 2014
A further description of the rules and regulations applying
to the Executive Committee are laid down in the Executive Committee charter that can be found on our website:
www.grontmij.com > Corporate Governance
Authorisations on issue of shares
During the Annual General Meeting of Shareholders held on 13 May 2014, the Executive Board was designated as the body authorised to issue shares, grant rights to acquire shares, and to limit or exclude pre-emptive rights pertaining to the issue of shares. During the same AGM, the Executive Board was authorised to acquire shares in Grontmij N.V. At the EGM of 11 April 2014, the Executive Board was designated as the body authorised to issue and to acquire convertible cumulative finance preference shares. These authorisations and the relevant conditions and limitations were recorded in the minutes of the relevant meetings and have been published on our website:
www.grontmij.com > Corporate Governance
Grontmij ‘Act with Integrity’
Grontmij has in place a comprehensive integrity management system known as ‘Act with Integrity’ (see also Corporate Responsibility). In line with the International Federation of Consulting Engineers’ Code of Ethics and the UN Global Compact, Act with Integrity is based on six principles: Responsibility, Competence, Diligence, Impartiality, Fairness and Anti-Corruption. It builds on the standards set in Grontmij’s Business Policy and Principles. Important elements of Act with Integrity are a Speak Up! Procedure and the Code of Conduct.
In 2014, we carried out an audit of the effectiveness of our integrity awareness. This led to the development of a new campaign to thoroughly embed integrity awareness throughout Grontmij to ensure our employees know what Act with Integrity is about, how to act and where they can find further information. Each Grontmij country or region has a business integrity officer who employees can involve in any integrity-related matter. He/she is responsible for recording and investigating reported suspected incidents and for monitoring whether appropriate sanctions are needed or action is taken to prevent repetition. The Business Integrity Officer is further responsible for ensuring lessons are learned from any incidents that may occur. Each Business Integrity Officer reports to the Group Integrity Officer on all integrity matters and violations.
We safeguard the integrity of our operations through continuous monitoring. This has been embedded in our day-to-day management decision-making on, for example, tendering and projects. Potential public health hazards, controversial projects (military, etc.) and safety are key areas of attention. If we consider our integrity to be at risk or if we feel a client or business partner is not adhering to principles we believe are fundamental, then we will re-evaluate the relationship and act accordingly. Reporting on integrity to the Supervisory and Executive Boards takes place regularly. For more on our Act with Integrity programme, please see
www.grontmij. com > Corporate Governance > Integrity Energy
Water
Highways & Roads Sustainable Buildings