Report of the Supervisory Board

The Supervisory Board of Deloitte NL is comprised of five external members. All members of the Supervisory Board are also independent within the meaning of paragraph 2.1.8 of the Corporate Governance Code and article 22a.4 of the Wta, and in the opinion of the Supervisory Board, all independence requirements of paragraphs 2.1.8 till 2.1.10 of the Code and the Wta/Bta were met during 2020/2021.

Supervisory Board meetings | Financial Year 2020/2021 key figures

• 1 strategy meeting 

• 1 education meeting 

• 1 meeting with the AFM 

• 1 meeting with quartermasters 

• 2 General meetings chaired 

• 10 Meetings 

• 20 Committee meetings 

• Attendance rate 98.4% 

The Supervisory Board meetings are joined by the Executive Board and a representation of the Partnership Council, on invitation by the Supervisory Board Chairman. Based on the agenda, the Chairman has invited additional invitees, for example ExCo members and members of their teams, responsible for key initiatives and/or engagements. All Supervisory Board meetings are prepared in advance by the Chairman, CEO, the Executive Board’s Chief of Staff and the Company Secretary.

In addition to regular (Committee) meetings, the Supervisory Board and its members have had regular contacts with the Executive Board, the Executive Committee, the Partnership Council, individual partners and professionals and the Works Council, and have had several meetings with Young Audit Professionals. The Chairman and CEO meet frequently face-to face. Similar interaction takes place between the chairpersons of Committees and relevant members of the Executive Board and/or Executive Committee.

Most important Supervisory Board resolutions and discussions in 2020/2021

Strategy 2023 | During 2020/2021, the Supervisory Board monitored the execution of strategy 2020/2023 in various ways: (i) by discussing the strategy impact assessment in the months after the COVID-19 outbreak, (ii) by monitoring the progress based on the strategic KPI dashboard, (iii) by discussing dilemmas and key themes, like inclusion and diversity and purpose, and (iv) by having the annual ‘zoom in’ on the strategy performance and ‘zoom out’ session on the strategy. The SB also frequently interacted with Business Leads to monitor the execution of business strategies.

Audit Quality and the Future of Audit | The Supervisory Board has continued to consistently and frequently interact with the Audit Business about, for example, initiatives to further enhance quality, the System of Quality Control, the company culture and interaction with external regulators and stakeholders. Some other highlights:

• • Conversations with (i) the AFM and (ii) the quartermasters (kwartiermakers toekomst accountancysector) focused on the future of audit and other developments;

  • In line with Deloitte Audit’s ambition to be a learning organisation, the SB has approved the proposed changes of the malus policy;

  • The Supervisory Board was briefed several times on the implementation of ISQM1, with one deep dive during the Education meeting;

  • The Supervisory Board monitors progress on selected Future of Audit priorities, like the development of Audit Quality Indicators, the acceleration of culture initiatives and efforts related to fraud and business discontinuity.

Succession management | Discussing the structured identification and development of senior management (potential).

Inclusion and diversity | One of the priorities of the Supervisory Board is to further enhance inclusion and diversity at Deloitte. Last year we reported that efforts and initiatives in previous years were beginning to gain traction. During Financial Year 2020/2021, Deloitte has again made good steps, with welcoming more female partners in the team and a first step in improving cultural diversity (see the People section for the achievements). Inclusion and diversity will remain a top priority in the upcoming financial years.

Employee value proposition | As Deloitte personnel is the most important ‘asset’ of the firm, the Supervisory Board and Executive Board have discussed several times the intention of the EB to further improve the employee value proposition.

Internationalisation | The Executive Board frequently updates the Supervisory Board on international developments and developments regarding the NSE operating model. In addition, a deep dive on the NSE integration was on the agenda of the strategy meeting in December 2020, partly in presence of the NSE CEO. The Supervisory Board Chair is also a non-voting independent non-executive member of the NSE Board. This enables him to participate in discussions and to express and share the Dutch firm’s point view.

Annual self-evaluation of the Supervisory Board

After the onboarding of the new Supervisory Board Chairman, the Supervisory Board made an internal evaluation of its performance, and the performance of its committees and members. This year’s evaluation was performed with internal support of a Human Capital expert and resulted, among other things, in a different set-up of meetings. In addition, the SB has evaluated its contribution to the mission, vision and strategy of the Audit firm and, as a consequence, invited the quartermasters to find out first-hand how their work is progressing and proactively offer support.

Supervisory Board Succession | In November 2020, Vincent Moolenaar was re-appointed for four years as Supervisory Board member, following a binding nomination of the Supervisory Board. The Selection & Nomination Committee (SNC) has also started the search for two new Supervisory Board members, as the term for both Jacqueline Rijsdijk and Frans Eelkman Rooda will end in September 2021. The SB has evaluated and updated its profile. For the purposes of these succession files, the SNC is comprised of Nienke Meijer, Hans van der Noordaa and Vincent Moolenaar.

Annual performance evaluation Executive Board and Audit management

In accordance with relevant legislation, the Supervisory Board has also evaluated the performance of the Executive Board and the daily policymakers of Deloitte Accountants B.V. in 2020/2021. The Remuneration Committee of the Supervisory Board has held two sessions (i.e. mid-term and year-end) with each member of the Executive Board regarding their individual performance and long term and short-term objectives. The Supervisory Board has also provided input for the performance evaluation of the Business Lead Audit & Assurance and NPPD Audit and has received feedback with regards to their evaluation as basis for determination by the Supervisory Board of their remuneration.

Other important agenda items of the Supervisory Board | Besides recurring corporate topics like the approval of Deloitte’s Financial Plan and the Plan for Deloitte Accountants B.V., the Integrated Annual Report and financial/business and industry updates, other important agenda items for the Supervisory Board include: (i) embedding purpose, (ii) Ethics, (iv) the transparency report of Deloitte Accountants, (v) high profile/risk engagements, including the Steinhoff matter.

Committees

The Supervisory Board has assigned, under its responsibility, a number of its specific tasks to four subcommittees (Committees), that are comprised of the following Supervisory Board members:

The findings and recommendations of Committee meetings were reported to the Supervisory Board during the regular meetings of the Board.

Highlights of the work of the Audit & Finance Committee during 2020/2021

The Audit & Finance Committee (A&FC) assists the Supervisory Board in fulfilling its oversight responsibilities regarding the quality of internal and external reporting, financial risk management, the control framework, internal audit, engagement with the external auditor, financing and tax. In doing so, it considers the outcome of internal audits, the audit report of the external auditor and assessments of compliance with applicable laws and regulations.

The A&FC held five regular meetings during 2020/2021, additional informal and preparatory meetings with the COO and CFO and the A&FC also met in a private setting with (i) the Chief Audit Executive and (ii) the external auditor to discuss the auditor’s report.

In addition to the above, work of the A&FC was focused on, among other things, liquidity management and an increase of the credit facility, structure of the control framework of the group including tax controls, implementation of the new financial management and reporting system (SWIFT), a review of the Internal Audit Function and Deloitte’s profit distribution policy.

Highlights of the work of the Quality, Integrity & Risk Committee during 2020/2021

The Quality Integrity & Risk Committee (QIRC) assists the Board in fulfilling its oversight responsibilities regarding quality, integrity and risk management of the Executive Board. Within this scope, the QIRC discusses the principal strategic, operational, financial and compliance risks that the company expects to be exposed to and the steps taken by management to mitigate those risks. It does so, based on reports of, among others, the Risk and Reputation Lead, the Compliance Officer Wta, the Director of Independence, the Ethics officer and General Counsel. During 2020/2021, the QIRC held five regular meetings and one extra meeting. Key highlights include:

• • Audit Quality |Besides a regular update on Audit initiatives and progress on the Audit Quality Plan, the QIRC thoroughly discussed, among others, the Audit firm’s response to COVID-19, the portfolio risk review, the annual audit of the System of Quality Control, Audit Policy amendments, the Future of Audit selected priorities and culture programme;

  • The QIRC prepared the ratification process of the Supervisory Board regarding the Executive Board’s appointment of Audit partners and directors as external auditor;

  • Several businesses provided in-depth quality, integrity and risk management updates;

  • The Committee discussed litigation and risk management cases;

  • The QIRC discussed the process and shift in risk profile and monitored developments regarding Deloitte’s Enterprise Risk Framework. Increasing attention is and will be paid to large (often tech-enabled) business transformation and associated risks.

Highlights of the work of the Remuneration Committee during 2020/2021

The Remuneration Committee (RC) supports the Supervisory Board in decisions regarding the remuneration of the Executive Board members, including an assessment of their individual performance. Based on Audit legislation, decisions of the Executive Board regarding the remuneration of daily policymakers of the Audit firm are subject to approval of the Supervisory Board as well. In addition to the three Executive Board members, who are also daily policymaker of Deloitte Accountants B.V., this also concerns the two other statutory board members of Deloitte Accountants B.V.: the BL Audit & Assurance and the NPPD Audit.

The RC has held four meetings during 2020/2021. The RC’s work focused on, among other things, preparation of the performance evaluation of all daily policymakers of Deloitte Accountants, preparation of the decision-making for determination of short and long-term objectives (KPIs) of the Executive Board and validation of the goalsetting of the BL Audit & Assurance and NPPD Audit.

Highlights of the work of the Selection & Nomination Committee during 2020/2021

The Selection & Nomination Committee (SNC) is responsible for preparing the selection and nomination by the Supervisory Board of new members of the Executive Board, daily policymakers of Deloitte Accountants B.V. and the Supervisory Board.

The SNC has held five regular meetings and many ad hoc meetings and calls in relation to the succession files mentioned below. Key highlights include:

• • Supervisory Board and Executive Board succession planning;

  • Update of the Supervisory Board profile, the preparation of the reappointment of Vincent Moolenaar and Nienke Meijer, and the search for two new Supervisory Board members;

  • The annual and marginal review/test of the partner mapping process;

  • The SNC regularly discussed succession management of the firm, partner performance evaluation process and leadership development.

Profile of the members of the Supervisory Board

Hans van der Noordaa (1961)
Member since 2020

Hans van der Noordaa has many years of (national and international) experience as a banker and insurer. He was CEO of Delta Lloyd (2015-2017) and was previously a member of the Executive Board of ING Bank and a member of the Executive Board of ING Group.

External positions and activities:

• Chairman of the Supervisory Board of War Child;

• Member of the Advisory Board of Change Group OÜ;

• Chairman of the Supervisory Board of the Johan Cruijff Arena;

• Member of the Supervisory Board of Health [e] Foundation.

Frans E. Eelkman Rooda (1952)
Member since 2013

Frans Eelkman Rooda is the former CFO of Royal Wessanen (2008-2011) and Mediq (1997-2008) in the Netherlands. Prior to that, he was a consultant and partner at McKinsey & Company.

External positions and activities:

• Chairman of the Board of Trustees of Centre for Human Drug Research;

• Chairman of the Supervisory Board of Netherlands Translational Research Center B.V..

Jacqueline P. Rijsdijk (1956)
Member since 2013

Jacqueline Rijsdijk has worked at the Dutch Central bank for more than 25 years in several executive positions, her last position being Director of Payments (until 2008). Subsequently, she has been a member of the Board of ASR Nederland. As of 2010 she has focused on oversight positions in the public and private sectors.

External positions and activities:

• Chair of the Supervisory Board of Fair Share Fund Triodos Bank;

• Chair of the Supervisory Board of the Green Fund Triodos Bank ;

• Member of the Supervisory Board of Van der Hoeven Beheer II B.V.;

• Chair of the Board of Stichting Beheer Hotelschool Den Haag;

• Partner at Partner in Toezicht;

• Member of the Supervisory Board of Royal Cosun (Coöperatie Koninklijke Cosun U.A.);

• Member of the Advisory Board of The Waste Transformers;

• Chair of the Supervisory Board of Triodos Impact Strategies II N.V.;

• Member of the Supervisory Board of AAP Implantate AG.

Vincent G. Moolenaar (1963)
Member since 2016

Since November 1, 2016, Vincent Moolenaar has been a member of the Supervisory Board of Deloitte Netherlands. He has worked at Shell in various Commercial and General Management positions, including the position of Vice President Internal Audit for five years. In addition, he worked at Ahold as Chief Audit Executive from 2010 to late 2015 and from 2015 to late 2018 as Global Integration Program Leader of the merger of Ahold and Delhaize.

External positions and activities:

• Chairman Supervisory Board Indentiteitsvoorzieningen & Digitalisering Notariaat Holding B.V.;

• Member Supervisory Board of Stichting Slachtofferhulp Nederland;

• Member Supervisory Board Stichting Museum Slot Loevestein;

• Member Supervisory Board of Stichting ProDemos;

• Council (‘Raad’) of the Corporate Chamber (‘Ondernemingskamer’) of the Amsterdam Court;

• Member of the Advisory Board of the European Leadership Platform;

• Member national selection committee for judges (LSR);

• Chairman Advisory Board Institute of Internal Auditors Netherlands;

• Board member alumni association Nyenrode New Board Program;

• Board member Stichting Reward Value;

• Chairman of the Program Board of the Executive Master Internal Audit at the University of Amsterdam;

• Auditor at the NVZD.

Nienke Meijer (1965)
Member since 2017

Since July 1, 2017, Nienke Meijer has been a member of the Supervisory Board of Deloitte Netherlands. Nienke Meijer has extensive (management) experience in the areas of strategy development, innovation/digitalisation, human capital and media. She has worked at (a.o.) Wegener, ‘Eindhovens Dagblad’ and ‘Dagblad de Limburger’ in several senior management positions. In December 2019, Nienke Meijer has stepped down as Chair of the Executive Board of Fontys University.

External positions and activities:

• Member of the Supervisory Board of Leiden University Medical Centre (LUMC);

• Member of the Supervisory Board of PostNL;

• Owner of BlueLake Strategies B.V.;

• Member of the Advisory Board of the AWTI (Adviesraad voor Wetenschap, Technologie en Innovatie);

• Member of the Board of Stichting Buitenboordmotor;

• Member of the Board of Stichting de Volkskrant.