Introduction to the Supervisory Board
Roles, responsibilities and appointments
The Supervisory Board supervises and advises the Executive Board and the Executive Leadership Team on the performance of their tasks and supervises the overall development of the Company and its affiliates. In doing so, the Supervisory Board is guided by the interests of the Company and its stakeholders. Pursuant to the Articles of Association of the Company, the Supervisory Board consists of at least three members (all non-executive). Members are appointed by the General Meeting. For every appointment, the Supervisory Board is entitled to make a nomination. The General Meeting can overrule a binding nomination of the Supervisory Board by a resolution adopted by a majority of at least two-thirds of the votes, representing more than one-third of the issued share capital. In the case of a non-binding nomination, the General Meeting decides by simple majority. The General Meeting can dismiss a member of the Supervisory Board. Such a decision, other than proposed by the Supervisory Board, requires at least two-thirds of the votes, representing at least one-third of the issued share capital. The Supervisory Board appoints one of its members as Chair and one as Vice-Chair. In the case of an appointment or reappointment of Supervisory Board members, the Supervisory Board profile is taken into account.
Members are appointed for a maximum period of four years. Pursuant to best practice provision 2.2.2 of the Corporate Governance Code, a Supervisory Board member may be reappointed once for a second maximum period of four years, and subsequently for a maximum period of two years, which reappointment may be extended by a maximum of another two years. In the event of a reappointment after eight years, reasons will be given in the report of the Supervisory Board.
The Supervisory Board has established the following committees from among its members: the Audit and Risk Committee, the Selection Committee, the Remuneration Committee and the Sustainability Committee. The task of these four committees is to assist and advise the Supervisory Board in fulfilling its responsibilities. The tasks and procedures of the committees are outlined in their charters, which can be found on our website. The composition of the Supervisory Board, its committees, and information about the Supervisory Board members are provided on pages 208 to 210 of this Annual Integrated Report.
At least once per year, outside the presence of the Executive Board, the Supervisory Board evaluates its own functioning, the functioning of the Supervisory Board committees, and that of the individual Supervisory Board members, and discusses the conclusions that are attached to the evaluation. Periodically, an external expert facilitates the annual evaluation.
Diversity and inclusion
In line with the Dutch Corporate Governance Code, Arcadis has a Diversity, Equity, Inclusion and Belonging policy statement (DEIB policy) for the entire company, and various D&I programs, and diversity policies for leadership. These include a separate D&I policy for the Supervisory Board of Arcadis N.V. in which D&I targets for its composition have been set.
Gender in the Supervisory Board – target and outcome
Achieving gender parity in the workplace is a critical component of Arcadis’s mission to create an equitable and inclusive environment. In line with the Dutch Civil Code and our D&I policy for the Supervisory Board, we continue to achieve our targets to have at least one-third men and at least one-third women on the Supervisory Board.
Nationality in the Supervisory Board - target and outcome
Arcadis is active in many countries worldwide. We therefore intentionally ensure our leadership reflects the experiences (by geography) of our colleagues, clients and partners. Our focus is to build on the diversity of thought and experience across all our leadership teams, recognizing that we can also be more diverse in the societies we represent. Arcadis aims to have nationalities of at least three geographical regions where Arcadis is active represented in the Supervisory Board. Based on the composition of the Supervisory Board at the end of 2024 this target was met.
Members of the Supervisory Board
Year of birth |
Gender |
Nationality |
|
Mr. Lap |
1962 |
Male |
Dutch |
Mr. Putnam |
1960 |
Male |
British |
Ms. Goodwin |
1965 |
Female |
Canadian and US |
Ms. Mahieu |
1959 |
Female |
Dutch |
Ms. Duganier |
1958 |
Female |
US and Italian |
Ms. Morant |
1963 |
Female |
US |
Mr. de Wit |
1963 |
Male |
Dutch |
Background: education and/or (work) experience in the Supervisory Board – targets and outcomes
We believe that Arcadis benefits from the diverse backgrounds within our Supervisory Board. The background target for the Supervisory Board consists of two requirements. The first requirement, which also follows from the Dutch Decree Establishing Audit Committees, is that at least one member of the Supervisory Board shall have a financial background. As four of the seven Supervisory Board members have a financial background, Arcadis met this requirement in 2024.
The second requirement set by Arcadis is that at least two members of the Supervisory Board shall have experience in the global design, the engineering and/or the consulting industry or an industry adjacent thereto. This target was also met in 2024.
Members of the Supervisory Board
International experience |
Professional service/engineering and consulting experience |
Legal/ Tax/Risk Management |
Finance |
People and culture |
Sustainability |
Digital |
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Mr. Lap |
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Mr. Putnam |
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Ms. Goodwin |
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Ms. Mahieu |
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Ms. Duganier |
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Ms. Morant |
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Mr. de Wit |
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Ethnicity in the Supervisory Board : members of under-represented ethnic groups - target and outcome
We strive to increase the representation of people who self-identify as being part of an under-represented ethnic group (UREG) across all levels of the Arcadis organization, including the Supervisory Board. Within the Supervisory Board we have one member who identifies as being part of an UREG.
See for more information on the company-wide DEIB policy pages 173 through 175 of this Annual Integrated Report.
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