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Home Governance Report of the Supervisory Board Meetings of the committees of the Supervisory Board

Meetings of the committees of the Supervisory Board
Audit Committee

The Audit Committee met three times in 2013. The Audit Committee spoke at great length with the Management Board and the internal and external auditors about the 2012 financial statements, the 2012 annual report, the 2013 interim report, the associated press releases, the Management Letter and the 2013 internal and external audit plan. The Funding Plan for 2013 and 2014 was discussed and approved by the Supervisory Board.

The Audit Committee devoted attention to Schiphol's international activities, and the policies on insurance and taxes were also discussed. The Audit Committee placed a special focus on risk management and pensions. In February and December 2013, the Audit Committee held discussions with the external auditor (PricewaterhouseCoopers Accountants N.V., PwC) which were not attended by the members of the Management Board and/or the internal auditor. Lastly, in 2013 the Audit Committee was heavily involved in the selection process that led to the nomination of a new external auditor.

Selection and Appointments Committee

The Selection and Appointments Committee met seven times over 2013. Mr Wijn joined the Committee as part of the selection and appointment procedure for the new Supervisory Board members. The selection procedure was implemented with assistance from an external consultant; in December 2013, the Supervisory Board nominated two candidates for appointment during the General Meeting of Shareholders in 2014. The Committee devoted special attention in 2013 to the practical implications of the Management and Supervision (Public and Private Companies) Act (Wet Bestuur en Toezicht). Late in 2013, the succession of Mr De Romanet de Beaune was discussed. The Committee maintained regular contact with both the Central Works Council and the shareholders with respect to the above (re)appointments.

The Selection and Appointments Committee also implemented the succession procedure in 2013 for Mr Rutten as COO, as he will be retiring in August 2014. Lastly, the Committee organised the internal Supervisory Board self-evaluation.

Remuneration Committee

The Remuneration Committee met four times in 2013. In 2010 and 2011, consultations were held between the Supervisory Board members and Schiphol shareholders in order to arrive at a new, more moderate remuneration policy for newly appointed Management Board members. In February 2012, it appeared out that not all shareholders were in agreement with the new policy. A decision concerning the matter was therefore postponed at the shareholders' request. In the meantime, the minister of Finance issued a new Holdings Policy in 2013, which also described the ministry of Finance's remuneration policy guidelines for state shareholdings. These guidelines formed the basis for a new draft remuneration policy by the end of 2013. In early 2014, it was submitted for approval during the General Meeting of Shareholders.

Public Affairs & Corporate Responsibility Committee

The Public Affairs & Corporate Responsibility Committee met three times in 2013. The auditor's verification of the Corporate Responsibility reporting in the annual report was discussed, as well as the CR objectives that were set for the Management Board in 2012 and 2013.

In 2013 the Committee took an extended look at the processes and communication surrounding the Shared Vision Committee, and the evaluation of the Aviation Act (Wet Luchtvaart). Stakeholder management was also examined by the Committee, including the new standards and enforcement system. The Public Affairs & Corporate Responsibility Committee also devoted a lot of attention to passenger interests at Schiphol in 2013. The Committee was delighted at the enthusiasm with which the CR policy was developed. Lastly, the awareness of Corporate Responsibility within the organisation was also discussed in 2013.