Report of the Supervisory Board to shareholders

As for many other companies and society at large, the year 2020 was very turbulent for Royal BAM Group, with many developments and events. The extraordinary circumstances caused by the Covid-19 crisis had a considerable impact on all home markets of the Company due to reduced operational efficiency and additional costs. The effect was however significantly stronger in countries with a temporary lockdown, such as Belgium and Ireland. As a precautionary measure, the Company drew down the full recourse credit facility in March in order to strengthen its cash position. The Company obtained a waiver on the interest and leverage ratios from the lending banks due to the possible breach of the recourse interest ratio convenant. In addition, non-essential capital expenditure was cut, and Company-tied costs were reduced. The Executive Committee took the difficult decision to wind down BAM International, active outside BAM’s European home markets, following continued losses over the last years, the deterioration of the oil and gas market, the lack of attractive alternative opportunities and the unbalanced risks and rewards of the projects.

Besides the continued losses at BAM International, the Group’s performance in the first half year was also impacted by the long-running Cologne metro settlement and to a lesser extent by underperformance of the German construction and Dutch civil engineering business. As a result, the Company reported for the first half of 2020 an adjusted loss before tax of €134 million. Although the second half of the year improved, an adjusted loss before tax for the full year of €34 million is highly disappointing. With the extension of the strategic partnership with PGGM through its participation in BAM’s PPP-vehicle, BAM has preserved its opportunities to monetise its international experience and know-how of the PPP market. This is considered to be a strategic pillar for the future of BAM to operate beyond its home markets whilst de-risking the international exposure in the construction itself.

In September BAM announced a major restructuring programme in order to mitigate lower revenue caused by Covid-19 and by a more selective approach to tendering. This programme aims to reduce costs by €100 million annually with most savings coming from substantial headcount reductions.

2020 was also a year that saw a substantial number of changes in the executive bodies of the Company. After the Supervisory Board took the decision not to nominate Rob van Wingerden for another term of four years as chief executive officer (CEO), Chief Financial Officer (CFO) Frans den Houter did an excellent job in steering the Company through the difficult period caused by Covid-19, while Supervisory Board member Paul Sheffield assisted the Executive Committee in his capacity as a delegated member (‘gedelegeerd commissaris’) of the Supervisory Board. In September, Ruud Joosten started as the new CEO with the key priority to develop a new strategy that will make BAM a more profitable and stable company. The process of developing this new strategy, in which the Supervisory Board was closely involved, has resulted in a new three-year strategic plan which will be presented to the market in February 2021.

The composition of the Supervisory Board changed considerably. After eight and nine years of membership respectively, Harrie Noy and Carla Mahieu stepped down. The Supervisory Board and the Company are grateful for their dedication and contribution over this long period of involvement with the Group. With the appointments of Denise Koopmans and Bob Elfring as Board members and Henk Rottinghuis taking over chairmanship from Harrie Noy in August, the Supervisory Board has brought in new capabilities and experience.

The decision to wind down BAM International, the impact of Covid-19 and the Group-wide restructuring programme have all had a major impact on BAM’s greatest asset, its employees. The resilience and dedication of the workforce has filled the Supervisory Board with gratitude, and we cannot thank our people enough for their contribution in this difficult year.

2020 Financial statements and dividend

This integrated report, which is based on the International Integrated Reporting Framework, includes the 2020 financial statements, duly prepared by the Executive Board. The financial statements have been audited by the external auditor, Ernst & Young Accountants LLP; the unqualified independent auditor’s report is included in paragraph 8.1 of this report.

The Audit Committee discussed the draft financial statements with the CEO, the CFOand the external auditor. The Audit Committee also discussed the auditor’s report, the management letter and the quality of internal risk management and control systems and had a discussion with the external auditor without BAM’s management being present. Subsequently, the Supervisory Board discussed this integrated report, including the financial statements with the Executive Board in the presence of the external auditor. We took note of the reporting from the Audit Committee and reviewed the auditor’s report and the quality of internal risk management and control systems. We concluded that we agree with the 2020 financial statements.

Given the financial performance of the Company, the Supervisory Board concurs with the proposal of the Executive Board not to distribute a dividend over the year 2020, in line with the existing dividend policy. This decision was not taken lightly, also considering that BAM would apply for governmental support.

The Supervisory Board recommends the Annual General Meeting, to be held on 14 April 2021, to adopt the 2020 financial statements. We are of the opinion that the financial statements, the report by the Executive Board and the report by the Supervisory Board provide a solid basis on which to hold the Executive Board accountable for the management policies pursued and the Supervisory Board accountable for its supervision on these policies. The members of the Supervisory Board have signed the financial statements in accordance with their statutory obligations under article 2:101, paragraph 2 of the Dutch Civil Code.

Strategy and operational plan

The year 2020 marked the end of BAM’s strategy for the period 2016–2020, ‘Building the present, creating the future’. In this period the Company has not been able to deliver results within the strategic target of two per cent to four per cent, notwithstanding strengthening of tender and project management processes and other initiatives, such as the introduction of One BAM initiatives, which are aimed at improving management control and reaping the benefits of scale by sharing knowledge, resources, systems, processes and innovations across the Group.

Together with the Executive Committee under its new leadership, we have concluded that more fundamental and rigorous choices must be made. The new strategy incorporates these choices. The chances we see for BAM are based on its market position in specific segments and countries, as well as on the undeniable trends towards sustainability and solutions for climate change. The Supervisory Board feels the Company is well positioned because of its innovative capability and highly developed engineering skills.

The Supervisory Board continues to support management’s position that BAM will no longer tender for projects where the rewards are not in line with the risks it is willing to assume. We frequently see that large civil projects are put on the market with a poor balance between risks and opportunities. The Board calls upon the governments in some of BAM’s home markets to adjust their approach to the market.

Continuation of the current approach will ultimately lead to a definite withdrawal from this market of major projects. Considering the impact that the new BAM strategy may have, the operating companies and corporate functions prepared operating plans for 2021, which were consolidated into the operating plan for the Company. The Supervisory Board discussed the outlines and 2021 priorities in its meeting in November and approved the 2021 operating plan in an extraordinary meeting in December 2020.

Risk management

As proper risk management is the key to predictable performance and therefore shareholder value, this continued to be high on the Board’s agenda. De-risking a portfolio with long-running projects is BAM’s first priority. The tender stage gate process plays a pivotal role in the early identification of potential risks and taking appropriate measures to mitigate at the tendering level. The Supervisory Board closely monitored the continuous development and improvement of this process and fully supported management’s actions to become more critical and selective in the early phase of tendering processes. We reviewed these projects with a main focus on risks, how these were managed and how these impacted the pricing of the projects. A well-defined risk appetite should align all layers of management and prevent different interpretations of the amount of risk that is deemed appropriate.

There has also been close attention to the effects of the implementation of the Uniform Project Approach (UPA) for strengthening the execution of large existing projects. Next to its customary activities and reviews of internal processes, the Internal Audit team continued with auditing a number of high-exposure projects, resulting in recommendations to improve project control.

As part of the Supervisory Board’s annual risk management review, we discussed in our November meeting the outcome of the enterprise risk management assessment in the presence of the governance, risk and compliance officer. This annual assessment provides an overview of the biggest risks the Company is facing in relation to achieving its objectives, both strategic and operational. The top five risks and related mitigation measures were discussed. The governance, risk and compliance officer also informed the Board about the status of the adherence to the BAM requirements framework, which is used to assess the internal risk management and control system throughout the Company.

The Supervisory Board concluded that the Company has in place internal risk management and control systems, financial reporting manuals and procedures for drawing up financial reports, as well as an established monitoring and reporting system.

Safety and sustainability

The Supervisory Board agrees with the Executive Board that safety has the highest priority for BAM, its people, supply chain employees and societies at large. We regret that the Company had to report one fatality in Belgium in the second half of 2020. We discussed this tragic accident with management extensively and appreciated how it was handled and lessons learned were applied.

This fatality and other (serious) accidents that occurred show that safety requires permanent attention. Although the number of serious accidents dropped by 22 per cent, smaller (lost-time) accidents did not decrease proportionally. The 2020 incident frequency (IF) was adversely affected by the Covid-19-related fluctuation in reported hours and the Company anticipates a strong improvement in 2021 as it continues to embed its operational safety standard in each geography. It remains the Group’s overall aspiration to progressively achieve and improve on an average of 3.5 in the short to medium term. Performance varies within the Company, which will be a point of attention in 2021.

The Board fully supports management in its continuous efforts to further increase safety, not only through guidelines and instructions but especially by giving it consistent management attention and emphasizing the behavioural aspects. We took note of the positive feedback on Worldwide BAM Safety Day, which is meant to increase awareness of the importance of safety. In order to further support attention to matters such as safety and sustainability, the Supervisory Board in December resolved to establish a committee for health, safety and sustainability (HSS) as per 2021, which will be a permanent committee of the Supervisory Board. In next year’s report, we will provide more information on the activities and composition of this committee.

Shareholders and investor relations

The Board highly values an open and regular dialogue with shareholders and investors to explain the Company’s strategy and performance and to receive feedback. We regularly reviewed BAM’s investor relations activities and shareholder base and were informed on the feedback given by shareholders, investors and analysts. We also took note of analyst reports regarding the Company.

Together with the Executive Board, the Supervisory Board prepared the Annual General Meeting in April and Extraordinary General Meeting in August which were evaluated afterwards. We were pleased to note that all proposals were adopted.

The importance of a satisfactory relationship with the financial markets is high on our agenda, as we realise that the results of BAM over the last years have been disappointing for shareholders.

Corporate governance

Each year, at the time of the publication of the integrated report, an updated corporate governance compliance overview is published on BAM’s website, providing transparency on how BAM complies with the Code. The Supervisory Board and the Executive Board are of the opinion that Royal BAM Group’s corporate governance is up to standard. Please refer to the corporate governance statement in this integrated report.

Discussions with external auditor

BAM’s auditor Ernst & Young Accountants LLP reported on its 2019 audit, attended the quarterly meetings with the Audit Committee as well as the Annual General Meeting of 15 April 2020 digitally (due to Covid-19 restrictions). In the course of 2020, we assessed the performance of and relationship with the external auditor, based upon feedback from the Executive Board, the evaluation and recommendation of the Audit Committee and the feedback of the Company and operating company finance leaders. Based on this assessment, our experience with the external auditor and the external auditor’s expertise with regard to the construction industry in general and Royal BAM Group in particular, we recommended the General Meeting to re-appoint Ernst & Young Accountants LLP as external auditor responsible for auditing the 2021 financial statements of Royal BAM Group, which the General Meeting subsequently approved.

The audit plan for 2020 was presented to and discussed with the Audit Committee and the full Supervisory Board and subsequently approved. During the review of the 2019 full-year results and the 2020 half-year results, the Board met with Ernst & Young Accountants LLP to discuss its reports. In an effective and open relationship, the Supervisory Board established that the external auditor received the financial information on which the financial reports were based in a timely manner and noted that the external auditor had discussed the information provided with BAM officers and the Executive Board. We took note of the reports and management letters as prepared by the external auditor and focused upon the follow-up of the identified action points.

We were happy to note that, although certain items still need to be addressed, the auditor reported a constant improvement in quality of our accounting systems and financial reporting. The Supervisory Board acknowledges the efforts made by the CFO and all those who contributed to this achievement.

In its February 2020 meeting, the Supervisory Board discussed with the external auditor and the Executive Board the areas of emphasis related to the 2019 annual reporting as identified by the auditor, being: valuation of projects and revenue recognition (including variation orders and claims), sensitivities and estimates with respect to the valuation of goodwill and deferred tax assets, other tax- and assurance-related topics, adoption of IFRS 16 and the financial statement closing process. Several of these topics were also discussed with the external auditor during the subsequent quarters in 2020. Following the results of the second quarter, in the August meeting, we discussed formally and in more depth the analysis on the Company’s going concern, the compliance with the agreed bank covenants, the different project positions, including related accounting treatment, and the development in the quality of the (financial) risk management. In addition, compliance with laws and regulations were discussed.

Other activities and meetings

In addition to the items mentioned before, in each of its regular meetings, the Supervisory Board discussed with the Executive Committee the state of affairs, the financial performance of BAM and the operating companies, development of critical projects, market developments and order intake, working capital and cash flow, the financial condition of the Company as reflected by the balance sheet, investments and divestments and the quarterly press releases. If applicable, the meetings also featured a report on what had been discussed in meetings of the committees of our Board. Other matters discussed included the integrated report and financial statements for 2019, the 2020 half-year report and interim statements, the reserve and dividend policy and the dividend proposal for 2019, the various effects of changes in the International Financial Reporting Standards (IFRS) on BAM’s financial reports, as well as compliance reports and material legal proceedings in which the Company is engaged.

The Executive Committee regularly updated us on the situation regarding a number of critical projects and tenders. In a number of instances, management of operating companies and key staff involved were invited to provide further information. Discussions focused mainly on the risks in these projects and how these are managed and/or could be mitigated.

Besides the regular matters to address, the Supervisory Board in 2020 spent ample time on a number of specific topics, which included the impact of the Covid-19 pandemic on the employees and operations, the drawing of the recourse credit facility, compliance with banking covenants and subsequent process to receive waivers, the settlement of the Cologne metro claim, the profit warning in July, the decision to start the process of winding down BAM International, the process to nominate Ruud Joosten as CEO, the Group-wide restructuring programme, the extended cooperation with PGGM through the sale of 50 per cent of BAM PPP and the strategy process. We also discussed and agreed with the proposal to join forces with Heijmans for asphalt production in the Netherlands.

A delegation of the Supervisory Board met with the Central Works Council on several occasions.

The Supervisory Board actively engages with the Executive Committee as well as other senior management in order to ensure we receive the right information. The chairman of the Board had regular contact with the CEO and the chairman of the Audit Committee with the CFO. The chairman and other members met with senior managers in order to be briefed on specific topics such as HR, finance, corporate governance, internal audits on the tender stage gate process (TSGP) and Uniform Project Approach (UPA). In February the Supervisory Board decided to appoint Paul Sheffield as a delegated board member in order to support and advise the Executive Committee in the crisis caused by Covid-19 and the period until a new CEO was appointed. He held this position until 1 November. The Supervisory Board is very grateful for his dedication and contribution. In addition to the regular Board meetings, we have introduced periodical educational sessions in order to take deep dives on specific topics relevant for the Company and the industry.

We approved the remuneration report prepared by the Remuneration Committee. The remuneration report is included in paragraph 6.2 of this integrated report. The remuneration policy was amended slightly, as the current arrangement regarding post-employment benefits for Executive Board members was replaced by a pension contribution which is based on an age independent flat rate of 22 per cent of fixed remuneration. This change was approved by shareholders in the extraordinary general meeting on 24 August.

The Executive Committee decided independently of the Supervisory Board to cut its members’ salaries at the outbreak of the Covid-19 crisis. As one of the few listed companies, BAM saw both its boards independently from each other take a voluntary discount of 20 per cent on base salary. As of the fourth quarter the levels were adjusted to their agreed conditions.

In 2020, the Supervisory Board met on 13 occasions in the presence of the Executive Board or Executive Committee. In addition, a number of telephone conference calls between the full Supervisory Board or delegated members and the Executive Board took place in relation to the developments regarding Covid-19, performance of the Executive Committee, the Cologne metro claim and the financial situation of the Company.

The attendance rate of the individual members at the meetings was as follows:

35 The attendance rate of the individual members at the meeting

 Mr H.L.J. Noy*  100%  n.a. 100% 100%
 Mr H.Th.E.M. Rottinghuis  100%  n.a. 100% 100%
 Mr G. Boon 100% 100%  n.a.  n.a.
 Mrs C.M.C. Mahieu* 92%  n.a. 100% 100%
 Mr M.P. Sheffield 100% 100%  n.a.  n.a.
 Mrs H. Valentin 92%  n.a. 100% 100%
 Mr B. Elfring  100% 100%    n.a.  n.a.
 Mrs D. Koopmans 100%  n.a. 100% 100%

*Mr Noy stepped down after the extraordinary shareholder meeting on 24 August 2020 and Mrs Mahieu stepped down per 31 December 2020.

The Supervisory Board met five times without the Executive Board being present, to discuss the CEO succession, to evaluate the functioning of the Executive Board, to perform its self-assessment, to discuss key vacancies in the boards and the remuneration policy and remuneration of the Executive Board, including the determination of the variable portion of their remuneration for 2019 and the targets for 2020.

The Supervisory Board’s committees

The Supervisory Board has three permanent committees: the Audit Committee, the Remuneration Committee and the Nomination Committee. It is the task of these committees to support and advise the Supervisory Board concerning items under the committees’ responsibility and to prepare the Supervisory Board’s decisions regarding those items. The Supervisory Board as a whole remains responsible for the way in which it performs its tasks and for the preparatory work carried out by the committees. The committees submitted reports on their meetings to the Supervisory Board.

The Audit Committee
During 2020 the Audit Committee was composed of Gosse Boon (Chairman), Paul Sheffield and Bob Elfring (per 24 August 2020). The composition is in line with the relevant provisions of the Code. As part of his induction program also the chairman of the Supervisory Board attended these meetings.

The Committee met four times. The external auditor was present at all of these meetings. The chairman of the Executive Board, the CFO, the Group controller and the internal audit director also attended all Audit Committee meetings.

In line with its regular tasks and responsibilities, the Audit Committee addressed many topics, amongst which: the development of the key financial figures, the assurance plan 2020 of the external auditor EY, the internal audit plan for 2021, the impact of new reporting standard IFRS 16 and material legal proceedings. In addition, the developments relating to tax, IT (including IT general controls), insurance, treasury, compliance, risk management and pensions as well as the progress on the transformation of the IT and finance functions were monitored and reviewed.

The Audit Committee was briefed by the external auditor on relevant developments in the audit profession, including updated interpretations of the IFRS standards. The Committee met with the external auditor without the Executive Board being present and reported to the Supervisory Board on the performance of and the relationship with the external auditor. Furthermore, the chairman of the Committee regularly communicated on a one-to-one basis with the external auditor and the CFO. The Audit Committee considers the relationship with the external auditor to be effective.

Remuneration Committee
During 2020 the Remuneration Committee was composed of Carla Mahieu (Chairwoman), Helle Valentin, Henk Rottinghuis (per 24 August 2020), Denise Koopmans (per 24 August 2020) and Harrie Noy (until 24 August 2020). The composition is in line with the relevant provisions of the Code.

One of the responsibilities of the Remuneration Committee is to make proposals to the Supervisory Board regarding the remuneration policy, the terms of employment of the members of the Executive Board and the remuneration of the members of the Executive Board and the Supervisory Board. The remuneration of members of the Executive Committee, not being member of the Executive Board, are also subject to the approval of the Supervisory Board.

Upon the departure of Rob van Wingerden as CEO of the Company, the Remuneration Committee decided on a temporary upgrade of the remuneration package for interim CEO Frans den Houter in line with the remuneration policy. Additionally, the Remuneration Committee reconfirmed the remuneration package for Ruud Joosten in line with the remuneration policy except for the post- employment benefits for which a policy adjustment for the Executive Board was confirmed by shareholders on 24 August 2020.

In February 2021, the Remuneration Committee submitted a proposal to the Supervisory Board regarding the short-term incentive for members of the Executive Board, based on the 2020 performance and the applicable criteria. The Committee also prepared a proposal for the vesting of the long-term incentive plan 2018-2020. In addition, the Committee submitted a proposal for the objective setting for the 2021 short-term incentive and the 2021-2023 long-term incentive.

The Remuneration Committee prepared the remuneration report which also explains how the remuneration policy has been implemented in practice. The Committee met six times. The chairman of the Executive Board was present during parts of these meetings as were the chief human resource officer (CHRO) and the director compensation and benefits. The committee members consulted each other a number of times outside the context of a formal meeting.

Nomination Committee 
Until 24 August 2020 the Nomination Committee was composed of Harrie Noy (Chairman), Carla Mahieu and Helle Valentin. After that date Harrie Noy stepped down, Henk Rottinghuis and Denise Koopmans joined the Committee and Henk Rottinghuis became chairman.

Key responsibility of the Nomination Committee is to make proposals to the Supervisory Board regarding the size and composition of the Supervisory Board and the Executive Board, regarding selection criteria, selection procedures, appointments and reappointments to both Boards as well as regarding assessment of their performance. The Committee also monitors the Executive Board’s policy on selection criteria and appointment procedures for senior management and holds annual appraisals with the individual members of the Executive Board. Appointments regarding the Executive Committee, not being Executive Board members, shall also be subject to the approval of the Supervisory Board.

The Nomination Committee met five times and members consulted each other a number of times outside the context of a formal meeting. Items discussed were the composition of the Executive Committee, the nomination of Henk Rottinghuis, Denise Koopmans and Bob Elfring as members of the Supervisory Board, the appointment of Henk Rottinghuis as chairman of the Supervisory Board, the appointment of Ruud Joosten as CEO and chairman of the Executive Board and the appointment of John Wilkinson as successor of Roel Vollebregt as chief operating officer(COO) for Civil engineering. In addition, the Committee discussed with the CEO and with the CHRO about succession planning for senior management roles and the talent development programme.

HSS Committee
In 2021 a committee for health, safety and sustainability (HSS) will be established, the terms of reference of which are part of a discussion with the Executive Committee on safety and sustainability. The Supervisory Board has expressed its support for the management in its endeavours to bring these items forward and will follow developments critically.

Composition and functioning of the Executive Board, Executive Committee and the Supervisory Board

Executive Board and Executive Committee
On 17 February 2020 the Company announced that Rob van Wingerden would not be nominated for a next term as CEO as the end of the strategic cycle provided a natural moment for Van Wingerden to transfer the helm. On 6 July we announced the nomination of Ruud Joosten as the new CEO and chairman of the Executive Board, who was appointed successively on 24 August (effective per 1 September). Per 31 December 2020 the Executive Board consisted of Ruud Joosten (CEO) and Frans den Houter (CFO).

Information about the individual members of the Executive Board is available in paragraph 5.3 of the integrated report.

Roel Vollebregt decide to pursue his career outside BAM per 3 June 2020. He was succeeded by John Wilkinson as COO for Civil engineering per 5 October 2020. Per 31 December 2020 the Executive Committee was composed of the following persons besides the members of the Executive Board: Joost Nelis as COO for Construction and Property, John Wilkinson as COO for Civil engineering, Simon Finnie as chief business excellence officer (CBEO) and Sven van de Wynkele as CHRO.

Information about the individual members of the Executive Committee is available in paragraph 5.4 of the integrated report. The Supervisory Board reviewed the performance of the Executive Board and Executive Committee and interviewed the individual members of the Executive Committee and gave feedback to the members of the Executive Board. The Supervisory Board established that none of the Executive Board members holds more than two supervisory board positions at large organisations or a position as chairman of such a supervisory body. This is in line with the Management and Supervision (Public and Private Companies) Act and the Corporate Governance Code. No conflicts of interest between the Company and members of the Executive Board and/or Executive Committee were reported.

Supervisory Board
At the Annual General Meeting on 15 April 2020, Henk Rottinghuis was appointed as a member of the Supervisory Board and Harrie Noy was re-appointed for a period of another two years. On 24 August, Denise Koopmans and Bob Elfring were appointed as members of the Supervisory Board and Harrie Noy handed over the chairmanship to Henk Rottinghuis and subsequently stepped down as a member of the Supervisory Board. On 31 December Carla Mahieu stepped down as a member of the Supervisory Board. We thank both for their dedication to BAM.

Information about the individual members of the Supervisory Board is available in paragraph 5.3 of the integrated report. The Supervisory Board meets the requirements of the Code regarding independence. In 2020, the Supervisory Board members did not have any other relationships of a business nature with the Company. None of the Supervisory Board members had more than five memberships of supervisory boards at Dutch listed companies or other large institutions. The Supervisory Board is not aware of any conflicts of interest between the Company and members of the Supervisory Board.

In January 2021, we performed our annual self-assessment of the year 2020, which was an intense year during which 50 per cent of the Supervisory Board was succeeded. The self-assessment was based on an extensive questionnaire that was completed by all members prior to the evaluation session. We concluded that the Board is operating well, with open discussions and constructive contributions from all members. This became quite evident in the strategic sessions with the Executive Committee. We also assessed the expertise of the individual members and whether the combined expertise is in line with the characteristics of the Company and its business. Several suggestions were made for further improvement. These relate among other things to the composition of the Supervisory Board, talent management and succession planning (especially with regard to the Executive Board), financial and business reporting.

The Supervisory Board, the Executive Board and the Executive Committee recognise the benefits and importance of diversity in their composition. Diversity is not limited to gender, but also includes (among other things) skills, background, experience and nationality. The profile for our Board includes a minimum 30 per cent target for female and male board members. This target applies mutatis mutandis to the Executive Board and the Executive Committee.

The present composition of the Supervisory Board is in line with the profile for our Board. We meet the specific target on gender diversity and comply with the upcoming legal quota for female representation in supervisory boards of Dutch listed companies.

This year has seen significant change to the Executive Board and Executive Committee. In the appointments of a new CEO and a new COO, we have not been successful in introducing more diversity, notwithstanding the fact that we explicitly requested the executive search agent to pay specific attention to identifying and shortlisting female candidates. The fact that ultimately male candidates were selected has to be attributed to limited availability of suitable female candidates, who are also heavily pursued by other companies. On a positive note we would like to point out that we were able to attract and appoint Carla Rodenburg and Sofie Muyldermans as the first women managing directors of BAM operating companies (respectively BAM Infra Nederland and BAM Interbuild).

We remain committed to ensuring our internal development of talent into senior roles and have applied key performance indicators and gender ratios in our succession planning to support the acceleration of our plans. Clear guidance for the selection and assessment of senior leadership has been created, focusing on the mitigation of bias and mandating of diverse shortlists and selection panels. A specific senior leadership role for diversity and inclusion will support these ambitions.

Final comments

On behalf of my colleagues I can say it was highly motivating to see the energy and dedication all employees showed to keep BAM going in this difficult year. It says something about the enormous potential the Company has, and it strengthens our belief this Company can do much better.

We are grateful to all for their efforts and loyalty and invite them to join us on the road to new success.

Bunnik, the Netherlands, 17 February 2021

On behalf of the Supervisory Board,
Henk Rottinghuis, Chairman


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