Supervisory Board report
In accordance with legislation and the articles of the company, it is the task of the Supervisory Board (SB) to supervise the policy of the Executive Board (EB), the governance structure and the activities of the company, as well as to offer advice on these matters. In performing its tasks, the SB weighs the interests of all stakeholders, within and outside the organisation, against each other, including the aspects of corporate social responsibility relevant to the organisation. In this report, the SB reports on its work in 2014. The SB recommends the shareholders adopt the 2014 annual accounts.
Supervisory board members
Mr Kok resigned at the end of 2013. During the General Meeting of Shareholders (GM) held on 21 May 2014, Mr J. Doets said farewell and Mr H. Raué and Mr J. van der Ende were appointed as supervisory directors. Furthermore, Mr N.H. van Halder was reappointed. Mrs K. Peijs was reappointed for one year during the General Meeting of Shareholders held on 3 December 2014. Accordingly, the members of the SB are Mrs K.M.H. Peijs, Mr P.A.F.W. Elverding (chair), Mr Ir. H.H. Raué (vice-chair), Mr N.H. van Halder and Mr J. van der Ende.
All members of the SB are independent in accordance with the guidelines of the Dutch Corporate Governance Code.
Executive board members
During the year under review, the composition of the Executive Board (EB) changed. Mr E.J.M. (Ward) Vleugels stepped down on 30 June 2014. On 1 August 2014, Mr F.K. (Frank) De Moor succeeded him in the position of CEO and as chairman of the Executive Board. The performance of the EB as a whole and of the members individually was independently assessed by our SB in the year under review.
In 2014, the SB held five regular meetings with the EB, according to the meeting calendar. During these meetings, the supervisory board members were fully informed of the financial, operational and strategic developments, and objectives. As usual, discussions were held on many topics, including the previous year's annual accounts, dividend policy, the business plan, the corporate governance and remuneration structures for the EB and SB, and the CSR policy. In addition, the SB held three extra meetings, each to discuss a particular matter, namely: the CEO appointment, the sale of the Mahler facilities and the company strategy.
- the company financing;
- the impact of the uncertain economy on the parking industry in general and on (the continuity of) Q-Park in particular;
- the strategy focused on value creation;
- the internal Opco-Propco restructuring;
- the composition of the EB and the SB;
- the employee policy and Long-Term Incentives Plan;
- divestments, in particular, the sale of the Mahler facility in Amsterdam.
The SB also discussed the choice of a new auditor. Following the recommendations made by the audit committee and the EB, the SB proposed the appointment of Deloitte as external auditor to the GM. The SB determined that Q-Park's external auditor is independent.
The SB also met without the EB being present. During this meeting the SB evaluated its own performance. In addition, the general EB policy was discussed and the performance of the individual members was assessed. The change in the composition of the EB was also discussed. Between the aforementioned meetings, the SB regularly talked to the EB as well as among themselves.
- annual accounts and auditor's report for 2013;
- quarterly figures for 2014;
- financial aspects of the operational company and the financial organisation of the holding;
- financial reporting and auditing;
- valuations and revaluation of investment property and the valuation method used;
- business plan 2014-2017 and budget for 2015;
- engagement of new auditor;
- the year-end closing and audit of 2014;
- the goodwill;
- the company financing;
- the hedging policy.
The audit committee oversaw the tendering procedure for a new auditor, the outcome of which was discussed and the recommendations for engagement were made to the SB. The audit committee comprised Mr Van Halder (chair), Mr Elverding as temporary replacement for Mr Kok, who resigned at the end of 2013, and, from his appointment, Mr Van der Ende. In 2014, the committee met in the presence of the external auditor, the executive board chair and the financial director. The audit committee and the EB also consulted between meetings.
The audit committee met once in the presence of the external auditor.
- the performance and composition of the EB;
- evaluation of the EB's objectives for 2013, discussion of the objectives for 2014 and recommendations regarding the objectives for the period 2015-2018;
- short and long-term remuneration of the executive board members;
- remuneration structure of the country and division directors;
- compliance and integrity;
- employment conditions for the new CEO;
- EB pension scheme.
The remuneration is determined with care and reported to the General Meeting of Shareholders. When determining the fixed remuneration, advice is won from the Hay Group. The remuneration committee ensures that the remuneration is within the remuneration policy approved by the shareholders.
In 2014, Mrs Peijs (chair) and Messrs Elverding and Doets formed the remuneration committee. Mr Doets was succeeded by Mr Raué.
Nomination and governance committee
- the recruitment of new supervisory board members;
- the recruitment and selection of a CEO;
- the corporate governance, also with regard to the internal Opco-Propco restructuring;
- the CSR policy and the annual CSR report Responsible Parking 2013;
- the sponsoring policy;
- Top Talent Development.
During the year under review, Mr Elverding (chair), Mrs Peijs and Mr Doets formed the nomination and governance committee. Mr Doets was succeeded by Mr Raué.
General Meeting of Shareholders
In 2014, two General Meetings (GM) were held; in May and December. During these meetings, the 2013 annual accounts were discussed and a decision was made regarding the dividend over 2013. In addition, the remuneration structure for the EB and SB were reconfirmed. The General Meeting of Shareholders also agreed the budget for 2015. On the recommendation of the SB and after consultation with the EB, the GM appointed Deloitte as external auditor for the 2014 financial year.
Proposal to the shareholders
We are pleased to present the company's annual accounts for 2014. Deloitte has issued an unqualified auditor's opinion for the annual accounts. The annual accounts have been drawn up in accordance with the reporting requirements and have been discussed in the presence of the external auditor. The SB has approved the annual accounts for 2014. Based on these approved annual accounts, the SB proposes to the GM to approve the 2014 Annual Accounts, to grant discharge to the EB members for liability for their management in 2014, and to grant discharge to the SB for liability for their supervision.
The board would like to thank the executive board, the management and all Q-Park employees for their dedication, creativity and mutual collaboration in Q-Park's challenging circumstances in 2014. A special word of thanks goes to Mr Vleugels, who has been the company CEO since its founding in 1998, and to Mr Doets, who was a director in Q-Park's early years and who later fulfilled the role of supervisory director.
J. van der Ende
Maastricht, 31 March 2015