Generalidades de políticas de crédito y cobranza

The Supervisory Board notes that Ballast Nedam achieved an operating profit for 2011 of 19 million euros. Ballast Nedam has thereby fulfilled the forecast issued by the company in March 2011 in the presentation of the annual figures.

At the Annual General Meeting of Shareholders of Ballast Nedam N.V. held on 19 May 2011, Mr J. Bout (1946) was appointed as a new member of the Supervisory Board. He fills the vacancy that arose because of the resignation of Ms Schultz van Haegen. The term of office of Mr A.N.A.M. Smits (the Chairman of the Supervisory Board) lapses on 16 May 2012, the date of the Ballast Nedam Annual General Meeting of Shareholders. At this Ballast Nedam General Meeting of Shareholders the Supervisory Board will propose the reappointment of Mr Smits for a period of four years. The Supervisory Board will also appoint Mr L.W.A.M. van Doorne as fifth member of the Supervisory Board, in the absence of another candidate nominated by the Ballast Nedam General Meeting of Shareholders.

Same strategy; new organization structure

In response to current market developments, the Supervisory Board and the Board of Management have reexamined Ballast Nedam’s strategy. We concluded in favour of continuing with the strategy that is set out on page 35 of this Annual Report. Looking back on 2011, the Supervisory Board would like to express its appreciation for the Board of Management’s skilful and effective leadership of the company under turbulent market conditions.

Dividend

The underlying principle of Ballast Nedam’s dividend policy is that 50 per cent of the profit for the period is placed at the disposal of shareholders for distribution as dividend. The Supervisory Board approved the Board of Management’s proposal to appropriate 4.5 million euros of the profit for the period of 9 million euros to the other reserves. The remainder of the profit for the period is at the disposal of the shareholders. The Supervisory Board proposes a cash dividend for 2011 of 0.47 euros per share in issue (2010: 0.36 euros). The basic earnings per average ordinary share in issue were 0.93 euros.

Meetings of the Supervisory Board

The Supervisory Board met on seven occasions in 2011, five of which in the presence of the Board of Management. All supervisory directors attended all the meetings. At each meeting, with reference to the regular reports, the Supervisory Board discussed financial developments, the operational performance within the group and market trends. Ballast Nedam’s strategy was discussed in an extraordinary meeting of the Supervisory Board. At the December meeting, the Supervisory Board deliberated on the organization structure and the group’s operating and financial objectives and the associated risks. The Supervisory Board also discussed the business plan for the coming years at this meeting. Separate memorandums from the Board of Management were also discussed in the meetings, as well as Board of Management decisions requiring the Supervisory Board’s approval.

The dividend proposal for 2010 was also handled, and the Annual General Meeting of Shareholders prepared and evaluated. ICT developments within Ballast Nedam and the consequences of the economic crisis for Ballast Nedam were also discussed with the Board of Management. The Supervisory Board had regular meetings with the Board of Management about the measures to be taken in response to the economic crisis. The Supervisory Board has also had discussions with the Board of Management about corporate governance and the most important claims and legal proceedings in which companies within the Ballast Nedam group have been involved.

The annual and interim financial reports were discussed at the March and July meetings. The external auditors attended the discussions of these agenda items in order to present their findings on the financial results. The Supervisory Board discussed with the external auditors and the Board of Management the findings of the external auditors, the management letter for 2010 and the actions to be taken on the findings. The Supervisory Board furthermore evaluated the relationship with the external auditors and, in view of this, advised the General Meeting of Shareholders to instruct KPMG to audit the Annual Accounts for the 2011 financial year. The Supervisory Board approved the business plan for 2012, which includes the strategy and targets for the Ballast Nedam group.

The Board of Management provided the Supervisory Board with regular explanation of the risk profile, the course of events, the financial situation and market developments within the group. The Supervisory Board also discussed with the Board of Management the most important risks for Ballast Nedam, the internal risk management and control systems, and how the risks can be further limited and controlled. The Supervisory Board further discussed with the Board of Management methods of limiting the risks and failure costs in the operational process. The external auditors attended these discussions.

In addition to the structural consultation between the Supervisory Board and the Board of Management described above, the chairmen of the two Boards were also in frequent contact to discuss the course of business and matters arising.

a

nnual repor

t 2011

The Supervisory Board also had a meeting without the Board of Management in which the Supervisory Board discussed the performance of the Board of Management both collectively and of the individual members. The remuneration of Board of Management members was also raised.

The Supervisory Board evaluated its own performance, in which the members discussed among themselves the performance of the Supervisory Board and its individual members. The Supervisory Board deliberated among other things on the decision-making process within the Supervisory Board, the quality of its supervisory role and its relationship with the Board of Management.

Furthermore the Audit Committee of the Supervisory Board has requested the Board of Management and KPMG to express an opinion on its performance. The Supervisory Board discussed this opinion as part of the evaluation of its own performance.

We also discussed the profile and membership of the Supervisory Board, Ballast Nedam has a tradition of consultation with employee representatives.

No transactions took place in 2011 that involved any material conflict of interest on the part of supervisory directors. Corporate Governance Code best practice provisions III.6.1, III.6.2 and III.6.3 have been complied with.

Report of the Audit Committee

The Audit Committee consists of the supervisory directors R.M.M. Boelen (Chairman) and J.C. Huis in ‘t Veld. The committee met on three occasions in 2011 in the presence of the Chairman and the CFO of the Board of Management. The external auditor also attended these meetings.

The Audit Committee discussed the following subjects and others in its meetings: – the half-year and annual figures;

– the Annual Report;

– the reports of the external auditors;

– developments in International Financial Reporting Standards (IFRS) and compliance; – the risk profile;

– Ballast Nedam’s tax position; – evaluation of ICT organization.

In addition the Audit Committee specifically addressed the general financial strategy and financial procedures, the internal risk management and monitoring systems, and the risk management on projects.

In the third meeting the Audit Committee spoke separately with the external auditors and the CFO. The committee also carried out a performance self-assessment through internal scrutiny of the Audit Committee’s performance.

Other committees

In 2011 the Supervisory Board collectively performed the roles of an audit committee, remuneration committee and selection and appointments committee, and discussed the items that are customarily raised in committees of these kinds.

Independence and diversity of expertise

The Supervisory Board complies with the independence criterion laid down in the Dutch Corporate Governance Code. The Supervisory Board aims for a composition with members from diverse backgrounds and areas of expertise. Among the relevant areas of knowledge are human resource management, the construction industry, public administration, financial expertise and legal affairs.

Financial statements and ratification

The Supervisory Board hereby submits the Annual Report for the financial year 2011, which includes the consolidated and company financial statements of Ballast Nedam N.V., as prepared by the Board of Management and approved by the Supervisory Board. The financial statements were audited by KPMG Accountants N.V., Amstelveen. The independent auditor’s report is given on page 184. The Supervisory Board recommends that you adopt the financial statements and requests you to ratify the actions of the members of the Board of Management and the Supervisory Board in respect of their management and supervision, respectively, in 2011.

Thanks to all employees

The dedication, skill and knowledge of all Ballast Nedam employees have contributed greatly to the company’s results in 2011. The Supervisory Board is extremely grateful to them. Nieuwegein, 8 March 2012 Supervisory Board A.N.A.M. Smits J.C. Huis in ‘t Veld R.M.M. Boelen J. Bout

a

nnual repor

t 2011