Other information ANNUAL REPORT 2013 NEDERLANDSE WATERSCHAPSBANK N.V.

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Chrystal Lucas
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1 Other information 121

2 Independent auditor s report To the General Meeting of Shareholders of Nederlandse Waterschapsbank N.V. Report on the financial statements We have audited the accompanying financial statements 2013 of Nederlandse Waterschapsbank N.V., The Hague, which comprise the balance sheet as at 31 December 2013, the statements of income, comprehensive income, changes in equity, and cash flows for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management s responsibility Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the Report of the Managing Board, both in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 122 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3 Opinion In our opinion, the financial statements give a true and fair view of the financial position of Nederlandse Waterschapsbank N.V. as at 31 December 2013 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirements under Section 393 sub 5 at e and f of Book 2 of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the Report of the Managing Board, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 392 sub 1 at b - h has been annexed. Further, we report that the Report of the Managing Board, to the extent we can assess, is consistent with the financial statements as required by Section 391 sub 4 of Book 2 of the Dutch Civil Code. Amstelveen, the Netherlands 10 March 2014 KPMG Accountants N.V. M. Frikkee RA 123

4 Articles of Association provisions governing profit appropriation As from 2005, the appropriation of profit is governed by Article 21 of the Articles of Association, which reads as follows. Article 21 1 Profit shall be distributed only insofar as the shareholders equity of the company exceeds the amount of that part of its issued capital which is paid up and called up, plus the reserves which must be kept by law or the Articles of Association. 2 The annual profit disclosed in the adopted statement of income shall be allocated as follows. a the Managing Board is authorised, subject to the prior approval of the Supervisory Board, to appropriate all or part of the profit to reserves; b any balance of profit remaining after the addition to reserves shall be at the disposal of the shareholders in general meeting; c to the extent that the shareholders in general meeting do not decide to distribute a dividend for any financial year, such profit shall be added to reserves. 3 The shareholders in general meeting can decide to make a profit distribution chargeable to a distributable reserve only on the basis of a resolution proposed by the Managing Board and approved by the Supervisory Board To the extent that the company has profits, the Managing Board, subject to the approval of the Supervisory Board, may with due regard for the provisions of paragraphs 1 and 2 of this article resolve to distribute an interim dividend on the basis of an interim statement of the company s financial position as provided for in Section 105, subsection of Book 2 of the Dutch Civil Code. 5 On a resolution proposed by the Managing Board with the approval of the Supervisory Board, the shareholders in general meeting can decide to distribute to shareholders a dividend or interim dividend other than in cash chargeable to the part of the profit to which they are entitled.

5 Proposed profit appropriation (in thousands of euros) Profit for the year 33,893 40,034 The proposed profit appropriation is as follows. Cash dividends on A shares 0% - 0% - Cash dividends on B shares 0% - 0% Added to the reserves on the approval of the Supervisory Board 33,893 40,034 33,893 40,

6 List of shareholders at 1 January 2014 Number of A shares of 115 each Number of B shares of 460 each Aa en Maas Water Board Amstel, Gooi en Vecht Water Board Brabantse Delta Water Board 2, Delfland Water Board De Dommel Water Board Fryslân Water Board 3, Groot Salland Water Board 1, Hollandse Delta Water Board 1, Hollands Noorderkwartier Water Board 4, Hunze en Aa s Water Board 1, Noorderzijlvest Water Board 1, Peel en Maasvallei Water Board 1, Province of Drenthe Province of Friesland Province of Gelderland Province of Limburg Province of Noord-Brabant Province of Noord-Holland Province of Utrecht Province of Zeeland Province of Zuid-Holland Reest en Wieden Water Board Rivierenland Water Board 3, Roer en Overmaas Water Board Rijn en IJssel Water Board 5, Rijnland Water Board 4, Scheldestromen Water Board 4, Schieland en de Krimpenerwaard Water Board State of the Netherlands 1,208 3,333 De Stichtse Rijnlanden Water Board Vallei en Veluwe Water Board Vechtstromen Water Board 7, Zuiderzeeland Water Board ,478 8,511

7 Overview of compliance with the principles of the Dutch Banking Code PRINCIPLE COMPLIANCE 2. Supervisory Board 2.1 Composition and expertise Supervisory Board Regulations 1, Article Articles of Association 2, Article 17, paragraphs 1 and 8: The company has a Supervisory Board which shall consist of at least seven and at most eleven members. The number of Supervisory Board members shall be determined by the shareholders in general meeting. With the appointment of two Supervisory Directors during the Extraordinary General Meeting of Shareholders of 22 November 2012, the Supervisory Board s membership temporarily increased to nine. Reference is also made to the Supervisory Board Profile 3, Articles 2.3 and Supervisory Board Profile, Article 1.5, and Supervisory Board Regulations, Article Supervisory Board Profile, Article Supervisory Board Profile, Article Supervisory Board Regulations, Article Supervisory Board Regulations, Article Supervisory Board Regulations, Article 3.2, paragraph a Supervisory Board Regulations, Article Supervisory Board Regulations, Articles 6.3 and Tasks and working methods Supervisory Board Regulations, Article ARC Regulations 4, Article Executive Board (Managing Board) 3.1 Composition and expertise Managing Board Regulations 5, Article Managing Board Regulations, Article Managing Board Regulations, Article Managing Board Regulations, Article 2.6, and Supervisory Board Regulations, Article 1.7, paragraph g Managing Board Regulations, Article Managing Board Regulations, Article Managing Board Regulations, Article Managing Board Regulations, Article Rules of the Supervisory Board of NWB Bank, March Articles of Association of NWB Bank, June Profile for the appointment of members of the Supervisory Board of NWB Bank, March Rules of the Audit and Risk Committee of NWB Bank, March Rules of the Managing Board of NWB Bank, March 2010

8 3.2 Tasks and working methods Managing Board Regulations, Article Managing Board Regulations, Article Managing Board Regulations, Article Managing Board Regulations, Article 1.4. NWB Bank applies a code of conduct to all of the Bank s employees. It has been brought into line with the principles of the moral and ethical conduct declaration. 4. Risk management 4.1 The Bank s documentation on risk appetite is drafted under the Managing Board s responsibility and reviewed annually and whenever significant events warrant such a review. At the proposal of the Managing Board, it is submitted to the Supervisory Board for its approval at least once a year, as well as after material changes are made (Managing Board Regulations, Articles 1.6 and 2.8). 4.2 Supervisory Board Regulations, Article 1.8: In discharging itself of its supervisory duties, the Supervisory Board lends particular consideration to the Bank s risk management. Each discussion on risk management is prepared by the Audit and Risk Committee. 4.3 Supervisory Board Regulations, Article 6.2, and Managing Board Regulations, Article Managing Board Regulations, Article 1.8: NWB Bank has a risk management and control system, which is tailored to its organisation. At a minimum, it encompasses risk analyses, risk standards and frameworks for the Bank s operational and financial objectives, a code of conduct, manuals governing the financial reporting structure and the related reporting procedures, and a monitoring and reporting system. 4.5 Managing Board Regulations, Article Furthermore, the Product Approval Process provides that the Internal Audit Department assesses the process effectiveness and reports its findings to the Managing Board and the Audit and Risk Committee Audit 5.1 Managing Board Regulations, Article The Bank s Audit Charter provides that the IAD is directly accountable to the Chairman of the Managing Board. The internal audit function is not subject to line management and is unrelated to the internal controls integrated into the various components of the separate business processes. The IAD reports to the Managing Board. The Head of the IAD autonomously provides the Audit and Risk Committee with copies of the reports on audits performed that are sent to the Managing Board and may contact the Chairman and/or members of the Audit and Risk Committee directly. The Head of the IAD attends the meetings of the Audit and Risk Committee. In addition, the Audit and Risk Committee holds at least one meeting each year with the internal auditor without the Managing Board being present (ARC Regulations, Article 1.3). 5.3 The IAD s audit and verification duties concern process control and the information that is to be reported (Audit Charter). 5.4 ARC Regulations, Article 1.5. In practice, the Head of the IAD and the external auditor attend

9 all Audit and Risk Committee meetings. The IAD s annual plan and the external auditor s audit plan are submitted to the Audit and Risk Committee for its approval. 5.5 This is included in the external auditor s annual audit plan and audit report. 5.6 Twice yearly, tripartite meetings are held between NWB Bank (including the IAD), the external auditor and the Dutch Central Bank. One meeting covers the outcome of the risk analysis and the design of the external audit, while the other addresses the external audit s findings. 6. Remuneration policy 6.1 Basis Managing Board Regulations, Article 3.1, and Supervisory Board Regulations, Article Governance Supervisory Board Regulations, Article Supervisory Board Regulations, Article Remuneration of executive board members Managing Board Regulations, Article This is included in the employment contracts of the members of the Managing Board Remuneration policy 6, Paragraph The Bank does not operate any employee stock option or stock ownership plans Variable remuneration Managing Board Regulations, Article Managing Board Regulations, Article Employees variable remuneration comprises a profit-sharing payment of up to 7.5% and a performance payment of up to 7%. Under the performance scheme, a percentage between 0% and 7% is established in reward of special achievements made in the relevant year. In setting the percentage, achievement of individual targets pre-set annually is considered. The Bank sets great store by non-financial performance. Accordingly, it has chosen to depart in some measure from Principle of the Banking Code, which stipulates that pre-determined and assessable performance criteria be set, as it wishes to base its assessment also on performance that is not pre-determined but still exceptional Managing Board Regulations, Article Remuneration policy, Paragraph Remuneration policy, Paragraph Remuneration policy of NWB Bank, April 2011 (Dutch only)

10 Publication details Editing and coordination of production: Jolette Kramer, NWB Bank Andrea Groenewegen, Full-fledged Services The KEY Agency, Schiphol-Rijk Translation: EY Language & Translation Services Photography: Pictures on pages 4-10: Managing and Supervisory Board members. Taken by B. (Bert) Rietberg Picture on page 37: Source: NWB Bank. Taken by W. Gokoel Picture on page 45: The Jacob van Zalinge. Source: Stichting de Waterlandse Melkschuit, Amsterdam. Taken by A. (Anton) Wegman Picture on page 60: 2013 CSR Award. Source: Vechtstromen Water Board Picture on page 62: Freshwater Delta Programme. Taken by B. Worm Artist s impression on page 63: nianesto project. Source: Stichting Portaal Picture on page 64: Sludge line optimisation project. Source: Vallei en Veluwe Water Board Pictures on pages 65 and 67: Source: NWB Fonds. Taken by H. (Henk) Loijenga 130 Design and production: The KEY Agency, Schiphol-Rijk 2014 Nederlandse Waterschapsbank N.V. NWB Bank prepared this Annual Report in the Dutch language. The English translation was made for information purposes only. In the event of inconsistencies or differences between the English translation and the original Dutch version of the 2013 Annual Report, the latter will prevail.

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Envipco Holding N.V. Annual Report 2011 TABLE OF CONTENTS ENVIPCO Report of the board of directors 2 Financial Statements Consolidated statement of comprehensive income 14 Consolidated balance sheet 16