C. Other matters


Appointments and reappointments

Management Board members

On 9 March 2018, Dick Benschop was appointed to succeed Jos Nijhuis as CEO and President and member of the Management Board, effective 1 May 2018. The Supervisory Board considers Mr Benschop very well suited for this position. He has relevant experience in managing stakeholders, and a political background in addition to recent and extensive leadership experience with a large company. He has a personal connection with the airport and understands the challenges it faces. Furthermore, he has a good reputation and was highly recommended for appointment. On 6 April 2018, Birgit Otto was reappointed as Chief Operations Officer (COO) and member of the Management Board for a second term of four years, effective 1 September 2018. The Works Council issued positive advice in respect of both (re)appointments.

Supervisory Board members

At the general meeting of shareholders on 17 April 2018, Mr Collier was appointed as a member of the Supervisory Board. He has international experience in aviation, large investment projects, and is the former CEO of London City Airport. At that same meeting, Simone Brummelhuis was appointed as a member of the Supervisory Board following a recommendation from Schiphol Group's Central Works Council. She possesses, among her other qualities, relevant experience in the field of digital transformation and corporate governance. The Supervisory Board is delighted to have added these two members to address the next phase that Schiphol Group is facing. Mr Collier and Mrs Brummelhuis succeed Herman Hazewinkel and Margot Scheltema respectively. Both Mr Hazewinkel and Mrs Scheltema have contributed significantly to the Supervisory Board and the development of Schiphol Group in general.

The composition of the committees changed in December 2018, as shown in the table below.

L.J. Gunning-Schepers
(Chair)

J. Wijn (Vice-Chair)

E.R.P. Arkwright

S.G. Brummelhuis

Supervisory Board

Audit Committee

People Committee

Capital Programme, Operations & Investments Committee

Safety, Sustainability & Stakeholders Committee

•(c)

D.Collier

R.J. van de Kraats

A.B.M. Olsson

Supervisory Board

Audit Committee

•(c)

People Committee

•(c)

Capital Programme, Operations & Investments Committee

•(c)

Safety, Sustainability & Stakeholders Committee

Meetings

The Supervisory Board met on nine occasions in 2018. Management Board members attended all of those meetings. Prior to its regular meetings, the Supervisory Board held private consultations. The various committees of the Supervisory Board held 12 formal meetings in total over the course of 2018. Please see the schedules that follow for a full overview of the number of meetings per committee and the attendance of Supervisory Board members. It should be noted that the People Committee has been established in August 2018. Prior to that, the Supervisory Board had a separate Selection & Appointment Committee and a Remuneration Committee. The Selection & Appointment Committee met six times prior to August 2018. These meetings were attended by all committee members. The Remuneration Committee met twice prior to August 2018. These meetings were also attended by all committee members.

In addition to its formal meetings, the Capital Programme, Operations & Investments Committee (from August 2018 until December 2018, known as the Capital Programme & Investments Committee), held monthly informal meetings to discuss the progress of the Capital Programme, covering topics such as the construction of the new pier and terminal. It is envisaged that this committee will hold monthly formal meetings in 2019.

Attendance in 2018

Attendance

L. Gunning-
Schepers

E. Arkwright

C. Clarke

H. Hazewinkel

Supervisory Board

9 of 9

5 of 9

1 of 2

3 of 3

Audit Committee

n/a

0 of 4

n/a

n/a

Capital Programme, Operations & Investments Committee

n/a 

n/a 

n/a

n/a

People Committee1

2 of 2

n/a

n/a

n/a

Selection & Appointment Committee1

6 of 6

n/a

n/a

6 of 6

Remuneration Committee1

n/a

n/a

n/a

2 of 2

Safety, Sustainability & Stakeholders Committee

3 of 3

n/a 

n/a

n/a

  • In August 2018, the Selection & Appointment Committee has been combined with the Remuneration Committee to form the new 'People Committee'.

Attendance

R.J. van de Kraats

M. Olsson

M. Scheltema

J. Wijn

Supervisory Board

8 of 9

9 of 9

3 of 3

7 of 9

Audit Committee

3 of 4

n/a

1 of 1

4 of 4

Capital Programme, Operations & Investments Committee

n/a 

1 of 1 

n/a

n/a

People Committee1

n/a

2 of 2

n/a

2 of 2

Selection & Appointment Committee1

n/a

n/a

n/a

6 of 6

Remuneration Committee1

n/a

2 of 2

2 of 2

n/a

Safety, Sustainability & Stakeholders Committee

n/a

3 of 3

1 of 1

n/a

  • In August 2018, the Selection & Appointment Committee has been combined with the Remuneration Committee to form the new 'People Committee'.

Attendance

S. Brummelhuis

D. Collier

Supervisory Board

6 of 6

6 of 6

Audit Committee

n/a

2 of 2

Capital Programme, Operations & Investments Committee

1 of 1

1 of 1 

People Committee

n/a

n/a

Selection & Appointment Committee

n/a

n/a

Remuneration Committee

n/a

n/a

Safety, Sustainability & Stakeholders Committee

2 of 2

2 times as observer

In addition to these meetings, the Chair and the other members of the Supervisory Board discussed issues with the Management Board on several occasions. Various members of the Supervisory Board also had contact on a number of occasions with the senior management of Schiphol Group and with stakeholders both within and outside Schiphol Group, including the shareholders.

Meetings of the committees of the Supervisory Board

Audit Committee

The Audit Committee held four meetings in 2018. The committee spoke at length with the Chief Financial Officer (CFO) and the internal and external auditors about the financial statements, the annual report, the interim figures and the associated press releases, the management letter, the annual report on regulated activities (Aviation, Security), the internal control framework and the internal and external audit plans.

In 2018, the Audit Committee focused on the Enterprise Risk Management Framework and the related Risk & Audit operating model. Key risks and controls were discussed in relation to several areas, primarily the reliability and continuity of information, health, safety and environment, and finance. During the course of the year, the Audit Committee devoted attention to the management of the activities and associated reporting and other risks of the Digital Airport Programme and the Capital Programme. In line with previous years, the Audit Committee focused on policy and its implementation with respect to insurance, taxes, pensions, financing and the impact of new reporting standards.

Prior to every Audit Committee meeting, the committee chair held a separate discussion with the external auditor (KPMG Accountants N.V.) and the internal auditor. In addition, the scope and materiality of the audits and the identified risks, including fraud risks, featured regularly as topics during the meetings. After every meeting, the Audit Committee had final consultations with the external auditor, which were not attended by Management Board members.

Capital Programme, Operations & Investments Committee

Following the investment decision relating to the A-area of 2016, an informal committee of the Supervisory Board has met with the COO and the director of the Capital Programme on a monthly basis. In 2018, the decision was taken to make this committee a formal committee of the Supervisory Board. The committee advises the Supervisory Board and prepares its decision-making regarding the company's large investment programme (Capital Programme, including the development of the new pier and terminal), the performance of key operational processes and other capital investments. The main focus of the committee in 2018 has been the progress of the Capital Programme and, specifically, the construction of the new pier, the terminal design and procurement, and the terminal enabling works. Safety and safety culture were also discussed, as well as audit findings and conclusions regarding the programme. In relation to airport operations, the key focus areas for 2019 were discussed. The committee also discussed the investment proposals that are outside the scope of the Capital Programme and that were approved by the Supervisory Board.

People Committee

In August 2018, it was decided that the Selection & Appointment Committee would be combined with the Remuneration Committee to form the new 'People Committee'. The People Committee will focus on selection and appointment of Managing Directors and Supervisory Directors, the size and composition of the Management Board and the Supervisory Board, the performance of individual Managing Directors and Supervisory Directors, succession of Managing Directors and Supervisory Directors, remuneration, talent management and succession planning for key positions in the company, diversity and the company's values and culture. The People Committee met twice in 2018, mainly focusing on the mid-year performance review, the proposed reappointment of Robert Jan van de Kraats and Mikael Olsson as members of the Supervisory Board, and a number of policies and procedures (talent management, matrix of competencies Supervisory Board, the new People Committee Charter and the annual agenda for the committee).

Prior to the formation of the People Committee, the Selection & Appointment Committee met 6 times. In these meetings, the succession of the CEO was the main topic.

The former Remuneration Committee met twice during the first half of 2018. The main topics were the performance review of 2017, the Management Agenda for 2018 and the remuneration report. The chair of the Remuneration Committee and the chair of the Supervisory Board jointly conducted the annual appraisal interviews with the Management Board members.

Safety, Sustainability & Stakeholders Committee

The Safety, Sustainability & Stakeholders Committee (formerly known as the Public Affairs and Corporate Responsibility Committee) met three times in 2018. Much attention was devoted to safety in a broad sense. Schiphol Group's safety programme, the Dutch Safety Board (OVV) report, the recommendations included in the report and the follow-up actions taken were discussed, as well as the Integral Safety Management System. The committee is satisfied with the HSE report as is presented to the Supervisory Board, in which serious incidents, runway incursions, bird strikes, crowd management, non-detonated explosives, fire safety and LTIF rates are addressed, among other issues. Schiphol Group's CR targets, CR activities and CR reporting in the annual report were also discussed. Each quarter, the CR report is discussed with the members of the Supervisory Board and discussed in this committee. Also, time was spend on inclusion of employees with distance to the labour market, ambition on CO2 reductions and Smart and Sustainable sector action plan.

Meetings

Number

Supervisory Board

9

Additional Supervisory Board meeting without Management Board members attending

[0]

Audit Committee

4

Capital Programme, Operations & Investments Committee

1

People Committee

4

Safety, Sustainability & Stakeholders Committee

3

Total

21

Word of thanks

The Supervisory Board wishes to express its gratitude to the Management Board and staff of Schiphol Group for their significant efforts in accommodating record numbers of passengers. A special word of thanks is expressed to the team and staff of Lelystad Airport, for keeping up the positive spirit and their hard work in working towards the opening of the airport in 2020.

A special word of thanks is also due to Jos Nijhuis, who has made a major and valuable contribution to the airport during a period of almost 10 years and to Herman Hazewinkel and Margot Scheltema for their respective and long-term contributions to the Supervisory Board.

Schiphol, 14 February 2019

The Supervisory Board

Louise Gunning-Schepers, Chair
Joop Wijn, Vice-Chair
Edward Arkwright
Simone Brummelhuis
Declan Collier
Robert Jan van de Kraats
Mikael Olsson

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