Dietsmann N.V. is a privately held company with its Group Holding offices in Breda, the Netherlands. Dietsmann operates in an international environment. Its major customers are large multinational companies listed on the world’s most reputable stock exchanges. These companies are subject to high standards of Corporate Governance and expect their business partners to apply these same high standards.
Dietsmann’s management fully acknowledges the importance of good Corporate Governance and has developed procedures and activities to apply good Corporate Governance as appropriate for the Dietsmann Group.
The Dutch Corporate Governance Code
The Dutch Corporate Governance Code (the ‘Code’), published by the Dutch Corporate Governance Committee on 9 December 2003, contains principles and best practice provisions for Management Boards, Supervisory Boards, shareholders and General Meetings of Shareholders, as well as for financial reporting, audits, disclosures, compliance and enforcement standards. The Code is based on internationally-recognized standards of good Corporate Governance. Although the Code applies only to Dutch companies listed on a stock exchange recognized by the Government, and therefore not to Dietsmann, the Management Board and Supervisory Board use the provisions of the Code as a reference for the development and implementation of good Corporate Governance for the Dietsmann Group.
Sets of regulations with regard to the division of duties and procedures were adopted in 2007 for the Supervisory Board, its Audit, and Selection, Appointment & Remuneration Committee and for the Management Board. These regulations are published here, also in accordance with the principles of the Code.
Dietsmann NV Supervisory Board Regulations
In 2007 the Management Board adopted a set of regulations incorporating the best practice provisions as laid down in the Dutch Corporate Governance Code:
Dietsmann NV Management Board Regulations
Experienced Management Team
Dietsmann has considerable competence in the Operation & Maintenance of oil & gas, conventional and nuclear power generation, and mining facilities. All the Company’s Managers have extensive experience and expertise in all segments of Dietsmann’s activities. The management team comprises highly educated and experienced professionals of various nationalities. There is excellent interaction between the many different nationalities and cultures at all staff levels. This is due to a strong company culture that fosters the values of mutual respect and teamwork. As a result, management is able to communicate and successfully implement the Group strategies of focusing on core activities, core clients and core countries.
The Company has a two-tier board structure consisting of a Management Board (raad van bestuur) and a Supervisory Board (raad van commissarissen). The Company is not subject to, nor likely to become subject to, the large company regime (structuurregime) as referred to in paragraph 6 of section 4 of book 2 of the Dutch Civil Code.
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The Management Board is responsible for the day-to-day management of the company’s operations under the supervision of the Supervisory Board.
The Management Board is accountable for the development and execution of the company’s strategy and for achieving the strategic goals. The Management Board is required to keep the Supervisory Board informed, to consult with the Supervisory Board on important matters and to submit certain important decisions to the Supervisory Board for its approval.
The Supervisory Board is responsible for supervising the conduct of and providing advice to the Management Board and for supervising the Company’s business in general.
In performing its duties the Supervisory Board is required to act in the interests of Dietsmann’s business as a whole. The members of the Supervisory Board are not authorized to represent the Company in dealings with third parties. The Supervisory Board appoints from among its members a Chairman and may appoint one or more Vice-Chairmen from among its members. The present Chairman is Mr. Jonkman.
He is the Chairman of the Supervisory Board and of its Audit Committee. From 2001 to 2014 Mr. Jonkman was the Chief Financial Officer of Fugro NV, a consulting engineering firm mainly active in the energy industry worldwide. He was appointed as a member of Fugro’s Executive Board in 2004. Prior to joining Fugro in 1988 as Group Controller he held various positions with KPMG Accountants, where he started his career in 1971. His qualifications include certification from NIVRA, the Koninklijk Nederlands Instituut van Register Accountants.
Mr. Smulders has been active as an entrepreneur throughout his business life, in various sectors including shipping, construction and real estate in the UK and USA. More recently he has been working in mezzanine debt and other forms of financing for intermediate and start up business undertakings. Mr. Smulders holds a degree in Law from the University of Leiden. At the time of the foundation of Dietsmann in 1977, Mr. Smulders and Mr. Kütemann both held 50% stakes in the company. Mr. Smulders continued to hold his 50% shareholding after the corporate restructuring of Dietsmann in 2006.
She is a member of the Selection, Appointment and Remuneration Committee.
Since 2014 Ms Kütemann has been preparing herself to assume the responsibilities of a next-generation shareholder of Dietsmann by attending Management Board and Supervisory Board meetings, seminars and visiting Dietsmann departments and subsidiaries around the world.
After graduating in art history and archeology from the University of Utrecht, Ms. Kütemann was active in the high-end art business where she worked in the department of modern art at Christies, The European Art Foundation (TEFAF Maastricht) and several top art galleries in Amsterdam.
Ms. Kütemann is married and the proud mother of two daughters.
As a registered psychotherapist, Ms Smulders has built-up a successful private practice in London, treating clients with mental health issues and cancer patients.
Prior to this Ms Smulders was a Senior Economist & Latin American Political Analyst for the Economist Newspaper Group for more than a decade. She started working in financial markets in 1987. By the time she left, in 1998, she had worked in Wall Street and in the City where she held positions of Head of Equity Research and Head of Latin American Risk Strategy.
Ms Smulders holds a BA in International Business Administration from the American University in Paris; an MSc in Finance & Accounting from the London School of Economics, and an MA in Latin American Politics, Philosophy & Economics from the University of London. She is able to work in Dutch, English, French and Spanish.
In 2007 the Supervisory Board adopted a set of regulations governing its practices and procedures, including the definition and handling of conflicts of interest, and incorporating the best practice provisions as laid down in the Dutch Corporate Governance Code:
Supervisory Board Committees
In full accordance with the Dutch Corporate Governance Code, the Supervisory Board is supported by two committees, consisting of members of the Supervisory Board: an Audit Committee and a Selection, Appointment & Remuneration Committee.
Chairman – Andre Jonkman
Member – Ondine Smulders
Selection, Appointment & Remuneration Committee:
Chairman – Maurice Smulders
Member – Anouschka Kutemann
Dietsmann has also established a Health, Safety, Environment & Quality (HSEQ) Charter, which governs the HSEQ policies and rules and serves as a reference to our HSEQ commitments.
In all its activities, Dietsmann’s HSEQ objectives are clear:
- Ensuring that health, safety, security, social, environment and quality requirements come before all economic considerations.
- Adopting a proactive approach to guaranteeing a safe, healthy working environment and the best service quality.
- Identifying the risks stemming from its activities and reducing them as far as is reasonably possible.
- Ensuring that every one of its employees understands and adheres to the corporate culture through dedicated health, safety, environment and quality training.
- Promoting its employees’ initiatives related to improving safety at work.
- Promoting sustainable development and social initiatives.
- Reducing negative impacts on the environment by using energy efficiently.
- Minimizing and eliminating emissions of substances that are hazardous for people and the environment.
- Openly communicating, both internally and externally, the results and monitoring of health, safety, security, social, environment and quality objectives.
- Verifying compliance with internal and external requirements through audits and striving for compliance with international standards such as ISO 9001, ISO 14001, OHSAS 18001 and ISO 26000.
- Ensuring that its labor and human rights policies are implemented and respected.
- Requiring that all its employees at every level in the hierarchy accept responsibility for their own behavior in respect of the application of this Health, Safety, Environment & Quality Charter at their workplace.
Business Ethics Charter
Dietsmann is dedicated to making a continuous effort to increase awareness of health, safety and care for the environment in the energy industry.
Information systems and applications play a critical role in Dietsmann’s business activities. In view of Dietsmann’s global presence and decentralization, it is important that common rules and policies are applied Company-wide.
Dietsmann requires its business partners to adopt the principles of its ethics charter, to comply with its commitments to the United Nations Global Compact and to promote these principles and commitments in terms of human rights...