Corporate Governance

Ensuring a reliable energy supply and facilitating the energy transition are essential tasks within society, which are largely funded with public money. This is why we attach a lot of importance to a good governance structure. And we are transparent about the way in which our company is managed and how the supervision takes place.

Enexis Holding N.V. is a public limited liability company under Dutch law. Our company is subject to what is known as the two-tier board structure. As our shares are not listed, we are not required to adhere to the Corporate Governance Code. Nevertheless, we apply the code in as far as possible and applicable. This choice emphasises our commitment to socially responsible entrepreneurship. Our articles of association, regulations, and other documentation regarding corporate governance can be found on our corporate website.

Executive Board

The Executive Board (EB) is responsible for the management of Enexis. The EB defines the strategy and the criteria for the realisation of the strategy and sets the operational and financial objectives. The EB is also responsible for ensuring compliance with all relevant laws and regulations as well as effective risk control and adequate funding of the company.

The EB operates within the provisions of the articles of association under the supervision of the Supervisory Board (SB). The EB is responsible, together with the SB, for the corporate governance structure of Enexis and for compliance with the Dutch Corporate Governance Code. The EB renders account to the General Meeting of Shareholders (AGM) every year.

The members of the EB are appointed for an indefinite period. An exception to this is the COO, which is currently being filled on an interim basis. The EB members receive a remuneration in accordance with the remuneration policy that was adopted by the AGM. This policy falls within the framework of the Dutch Standards for Remuneration of Senior Officials in the Public and Semi-Public Sector Act (WNT). The SB sets the remuneration for each EB member. The total remuneration of the EB is disclosed in the financial statements.

The EB and SB considers the gender ratio within the board important. In order to arrive at a more well-balanced gender ratio in the EB, we have set more ambitious targets for the EB. The aim is that 40% of the EB is made up of female or male members by no later than 2030. In 2023, the composition of the EB changed. Evert den Boer stepped down as Chief Executive Officer (CEO) in August 2023 due to health reasons. The SB appointed Rutger van der Leeuw as his successor in September 2023. The SB appointed Liesbeth Kaashoek as Chief Operating Officer (COO) ad interim in October 2023. With Mariëlle Vogt as Chief Financial Officer (CFO) and Jeroen Sanders as Chief Transition Officer (CTO), the SB was complete again.

Supervisory Board

The Supervisory Board (SB) has three tasks: exercising supervision, providing solicited and unsolicited advice and acting as the employer of the EB. When carrying out its supervision, the SB focuses in particular on the realisation of the objectives and the strategy, the risks in connection with the company's activities, the internal systems for risk management and control, and the financial reporting. In addition, we prioritize a safe and learning organizational culture, employee enthusiasm and engagement, and innovation capacity. We actively fulfill our network role with external stakeholders.

The SB has two permanent committees: the Audit Committee and the Remuneration and Selection Committee. These committees prepare the decision-making for the SB for their areas of focus and advise the SB on these topics.

The SB members receive a remuneration for their work. This remuneration is set by the AGM and falls within the WNT framework. The total remuneration of the SB is disclosed in the financial statements.

The SB considers the gender ratio within the SB important. Since November, the SB consists of 40% men (two men) and 60% women (three women). This is in line with the objective of at least 40% male and at least 40% female board members.

The composition of the SB changed in 2023. At the beginning of 2023 we received the sad news that Paul Rüpp passed away. His successor Wilma Mansveld was appointed in November 2023 on the recommendation of the shareholders' committee. In addition, the composition of the Audit Committee and the Remuneration and Selection Committee changed as well. The current composition of these committees can be found on our corporate website.

The members of the SB and the retirement schedule:

General Meeting of Shareholders

The General Meeting of Shareholders (AGM) is the highest decision-making body within Enexis. The AGM is responsible for the adoption of the annual report and financial statements, discharging the EB and the SB (releasing them from their responsibility) and determining the profit appropriation. The AGM also approves the company's strategy and appoints the members of the SB.

Certain powers of the AGM have been delegated to a Shareholders’ Committee (SHC). This committee, comprising seven members, promotes efficient and effective decision-making within the AGM. The composition of the Shareholders’ Committee has changed due to the Dutch Provincial elections in the reporting year. The members receive no remuneration for their work.

The 91 shareholders of Enexis Holding N.V. are mostly provinces and municipalities within the service area of Enexis Netbeheer B.V.

Shares of Enexis Holding N.V.

(percentage of shares of the provinces and of the municipalities in the provinces)

Internal Audit function

The Internal Audit & Risk (IA&R) department fulfils the internal audit function within Enexis. IA&R provides insight, advice, and additional assurance to the EB and the management regarding operational control, effectiveness, efficiency and compliance (compliance with laws and regulations) of the business operations.

This department falls under the responsibility of the CFO and reports to the whole EB each quarter on both the internal audit and risk management activities. In addition, IA&R has direct access to the CEO, the chair of the Audit Committee and the external auditor. IA&R is also present at meetings of the Audit Committee of the SB. The Audit Committee supervises the internal audit function and advises the SB on the role and functioning of the internal audit function. The quality of the internal audit function is assured by means of an external audit every five years.

IA&R draws up a risk-based audit plan every year. Senior management, the EB, Audit Committee, and external auditor are involved in this plan. The EB adopts the audit plan and the SB approves this plan after obtaining the Audit Committee's advice. In its meetings, the Audit Committee discusses the progress with regard to the plan, the most significant findings, and the follow-up of recommendations. The external auditor also receives this information.

External auditor

The AGM appoints the external auditor. EY is the external auditor as of the financial year 2021 for a period of four years with three extension options of each two years.

The Audit Committee supervises the relationship with the external auditor. EY is present at all Audit Committee meetings and participates in the AGM in which the financial statements are adopted and is present at any Extraordinary General Meeting of Shareholders (EGM).