Report of the Supervisory Board

The Supervisory Board is pleased to presents its report for the Financial Year 2021/2022. In this report you will find more information about the Supervisory Board, its composition, the organisation and overview of its most important activities. It also contains the SB’s Committee reports.

Financial Year 2021/2022 has been tragically overshadowed by the war in Ukraine, with devastating and sad consequences for the local population and Ukrainian Deloitte colleagues. It was heartwarming to see how Deloitte responded to this crisis, with projects and various initiatives. The firm itself also faced several challenges, in a year that was once again dominated by the COVID-19 crisis, with for example measures that were put in place by the government. A year in which Deloitte was also confronted with an ever-increasing shortage on the labour market, which encourages the firm to accelerate its search for alternative talent solutions. The rising inflation will be monitored and is another topic that forces the firm to respond. And challenges with regard to climate change require the firm to step up as a responsible business and proactively take the lead as transformation partner of clients. Important items that will remain high on the agenda going forward.

Despite these challenges, Financial Year 2021/2022 turns out to be a successful year financially. It makes us proud that clients continue to put their trust in Deloitte. That is a big compliment to all Deloitters, who have been and continue to be committed to helping clients, in the last over 2 years, in challenging circumstances. The Supervisory Board is grateful for their flexibility, resilience and dedication.

In this financial year, both Jacqueline Rijsdijk and Frans Eelkman Rooda have stepped down as Supervisory Board members, after 8 years of service. The firm owes them a big thank you for their dedicated work and advice. During their term, the firm has grown and changed significantly, and realised a step up in quality, succession management and inclusion & diversity, important items that are close to their hearts. With the appointment of both Denise Larnder and Bas Verhart in October 2021, the Supervisory Board is at full strength. Both new members have gone through an in-depth onboarding and AFM suitability testing process.  

About the Supervisory Board

The Supervisory Board supervises and advises the daily policymakers of the Cooperative and Deloitte Accountants B.V., and supervises all current affairs at Deloitte. The Supervisory Board is collectively responsible for the execution of its tasks and reports to the General Meeting. The Supervisory Board acts in the firm’s, including the Audit firm’s, best interests, taking account of the relevant interests of all stakeholders, and the public interest in ensuring the quality of statutory audits. For more information on the responsibilities of the Supervisory Board, reference is made to the Supervisory Board regulations, including Committee charters, which are published are published on the Deloitte website  and the chapter ‘Roles & responsibilities’ that is included in this report.

Composition of the Supervisory Board

The Supervisory Board of Deloitte NL comprises 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. 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 2021/2022.

• 1 Both Jacqueline Rijsdijk and Frans Eelkman Rooda have stepped down as Supervisory Board member on September 6, 2021, after eight years of service.
• 2 Nienke Meijer has been appointed as vice chair of the Supervisory Board.

The Supervisory Board’s profile is available on the Deloitte website . 

Committees

The Supervisory Board has assigned, under its responsibility, a number of its specific tasks to three subcommittees (Committees), that – since October 2021 – are comprised of the following Supervisory Board members:

* In this year, the SB decided to formally merge the former Selection & Nomination Committee and the Remuneration Committee into the Remuneration & Nomination Committee.

Notable conclusions and recommendations of Committee meetings were reported to the Supervisory Board during the regular meetings of the Board.

Supervisory Board meetings

In the Financial Year 2021/2022, the Supervisory Board has held the following meetings:

• 13 Supervisory Board meetings, divided into 6 regular meetings that were focused on strategic themes and industry and business updates, 5 meeting that were focused on current affairs, compliance related matters and committee reports and 2 extra meetings

• 1 strategy meeting

• 2 education meetings 

• 3 General meetings chaired 

• 16 Committee meetings 

• Attendance rate 96% 

*The annual meeting between the Supervisory Board and the AFM is scheduled to take place in July 2022.

**3 General meetings have been chaired 

In addition, the SB held meetings in private setting, and various meetings were held between individual Supervisory Board members and individual Executive Board members, Executive Committee members, the Compliance Officer Wta, the Chief Audit Executive (head Internal Audit Function), the external auditor, individual partners and professionals, the Works Council, Young professionals and the quartermasters who have been appointed by the Minister of Finance. All regular (Committee) meetings, that are held in presence of the Supervisory Board and Executive Board members and – in principle – two members of the Partnership Council and other invitees, are preceded by preparatory meetings with the appropriate executives, and the CEO and Chairman of the SB frequently interact. The SB members also join the partner update calls, which are used by the Executive Board to inform the partners on strategic developments. Given the importance of NSE, the SB had an extensive discussion with the NSE CEO Richard Houston, on the opportunities and challenges with regard to further development of NSE. The SB Chairman is also a (non-voting) independent Non-Executive member of the NSE Board, and provides feedback on NSE matters to the SB.

Most important Supervisory Board items on the agenda

Strategy 2023 | During 2021/2022, the Supervisory Board monitored the execution of strategy 2020/2023 in various ways: (i) by monitoring the progress based on the strategic KPI dashboard, (ii) by discussing challenges and key themes, like purpose, inclusion & diversity and sustainability and (iii) by having the annual ‘zoom in’ on the strategy performance and ‘zoom out’ session on the strategy. The SB also frequently interacted with Industry and Business Leads to monitor the execution of business strategies.

Crisis management | Looking back on the Financial Year 2021/2022, we are glad that government was able to lift the COVID-19 restrictions, which made it possible for many Deloitters to return to office, and now the firm is finding the right balance in the new hybrid way of working.
During the year, the Supervisory Board regularly discussed Deloitte’s response to the devastating war in Ukraine, for example with regard to client / engagement continuance, risk management and supportive initiatives. With regard to the latter, Deloitte’s response is heartwarming to see, with many initiatives aimed at helping Ukrainian and Russian colleagues and citizens. Overseeing the Executive Board’s activities on risk management, client continuance and acceptance, IT security and the people agenda, will remain important topics on the Supervisory Board’s agenda.

Audit Quality and the Future of Audit | The Supervisory Board has continued consistently and frequently to interact with Audit leadership and business about, for example, initiatives to further enhance quality, the System of Quality Control, client acceptance and continuance, implementation of the global, risk based audit standards (ISQM1), the company culture and interaction with external regulators and stakeholders. Reference is also made to the report of the Quality, Integrity & Risk Committee.

Succession management | In October 2021, both Denise Larnder and Bas Verhart were appointed for four years as Supervisory Board members, following a binding nomination of the Supervisory Board and after conducting a careful selection and nomination process. Succession management has been further intensified, aimed at identifying and developing future leaders of the firm.

Future of professional services | In the Financial Year 2021/2022 the Supervisory Board and Executive Board have talked about the aspirations and ambitions of the firm, where to play and what capabilities are needed. This has led to various follow up discussions, for example about alternative talent solutions, retention of Deloitters and recruitment of new people, and a discussion with the NSE CEO about his vision for the future and Deloitte’s strategy on the operate business. The Supervisory Board also had discussions about the NSE systems integration, the IT landscape and internal projects and will monitor these closely.

Independence | Deloitte Netherlands leadership reinforces the approach to personal independence, as compliance with independence laws and regulations is of great importance to the Deloitte firm. The Supervisory Board has and will continue to challenge the Executive Board on this approach and the personal independence testing results.

Learning | With the increased complexity of for example the IT landscape, new business models and developments in a broad range of areas that the Supervisory Board oversees, the SB considers it of key importance to put time and effort in education. This year, several educational sessions took place outside regular meetings, including sessions focused on Cyber & security risks and ESG reporting. This initiative will continue in the new Financial Year.

Other important agenda items of the Supervisory Board | Besides recurring corporate topics such as 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) Ethics & integrity, (ii) the transparency report of Deloitte Accountants, (iii) the brand and marketing strategy, (iv) acquisitions, (v) AFM reports and (vi) lessons learned with regard to the internal complaints procedure.

Most important Supervisory Board decisions

In Financial Year 2021/2022 the Supervisory Board has taken several decisions, some of which are recurring topics on the agenda, for example:

• Approval of Deloitte’s Integrated Annual report, which also contains the financial statements, and the profit appropriation to the partners;

• Nomination of BDO for re-appointment as external auditor after a careful evaluation process, and approval of the engagement and fee letter;

• The Internal Audit Plan for 2021/2022;

• The financial plan of Deloitte NL group for 2022/2023, and approval of the budget of Deloitte Accountants B.V., after in depth discussion in the Audit & Finance Committee and Supervisory Board meetings;

• The decision of the Executive Board regarding the year end assessment of the Compliance officer Wta.

• The objectives of the Executive Board for 2021/2022.

 In addition to these recurring topics, the most important decisions of the SB were to:

• Approve the resolution of the EB to appoint 11 candidates as director with authority to sign off on (statutory) audit engagements;

• Amend the SB regulations, to accommodate the merger of the Remuneration and Selection & Nomination Committee;

• Amend the Supervisory Board profile, after evaluation and in anticipation of the appointment of two new SB members;

• To approve the decision of the EB to update the Partner remuneration policy, following the new Employee Value Proposition for personnel last year;

• To amend the remuneration policy of the Executive Board members to create more transparency and predictability in the SB’s decision-making with regard to setting the amount of the EB’s fixed and variable remuneration;

• Review of the remuneration for the EB members, leading to an increase in the fixed remuneration and annual determination of the variable remuneration within the bandwidth as prescribed by the Audit regulatory framework.

Annual self-evaluation of the Supervisory Board

In September 2021, both Jacqueline Rijsdijk and Frans Eelkman Rooda stepped down as SB members. Denise Larnder and Bas Verhart were appointed in October 2021. In preparation for these appointments, the SB thoroughly evaluated the desired profile, composition and competencies of the Supervisory Board.

Lessons learned, especially relating to the oversight on the Audit firm have also been evaluated in a separate SB meeting. Since the appointment of Denise Larnder and Bas Verhart, all SB members are part of the Quality, Integrity & Risk Committee, therefore spending more time on key Quality and risk management topics in presence of all SB members. Overall, the SB members are satisfied with the new approach of the QIRC (see below), frequency of meetings, information provision and depth of discussions. In 2022/2023 the SB will seek a good balance between live and remote sessions, will set clear priorities for discussion, also regarding its supervision on the Audit firm, and will periodically monitor progress on KPIs of the EB in the separate SB Committees.

Due to COVID-19 and the appointment of two new SB members in this Financial Year, the performance evaluation of the SB has been postponed. A team meeting with internal support has been scheduled in July 2022, also to improve further the collaboration, to identify individual profiles and preferred styles and select priorities for 2022/2023 and beyond. At the end of Financial Year 2022/2023 the Supervisory Board will evaluate its collective performance, and individual performance of each member, with external support.

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 2021/2022. The Remuneration & Nomination 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 evaluated the performance of the Business Lead Audit & Assurance and NPPD Audit and provided feedback.

Highlights of the work of the Audit & Finance Committee during 2021/2022

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 2021/2022, in presence of the A&FC members, the COO and CFO, two partners of BDO, the Risk & Reputation Lead, the Chief Audit Executive, one member of the Partnership Council and various members of Deloitte’s Finance team. The AFC chair had additional informal and preparatory meetings with the COO and CFO, the Chief Audit Executive and BDO. The A&FC also met in a private setting with (i) the Chief Audit Executive and (ii) the external auditor.

In addition to the above, work of the A&FC was focused on, among other things:

• Set-up of Audit Quality Indicators for the external auditor;

• The Medium term outlook;

• Lessons learned from the SWIFT implementation;

• The materiality assessment of the Integrated Annual report;

• Updates on large transformation projects, Work in Progress, tax, liquidity management and an increase of the credit facility;

• Execution of this year’s IAF plan, discussions about and monitoring internal audit report findings, recommendations, management’s responses, including their implementation;

• Regular updates on the in control statement;

• Consideration of reliance on and assurance over NSE and Global systems.

Highlights of the work of the Quality, Integrity & Risk Committee during 2021/2022

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 firm 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, key risk owners, the Compliance Officer Wta, the Director of Independence, the Ethics officer and General Counsel.

In Financial Year 2021/2022 the QIRC has changed the agenda set-up, to create more balanced attention to Audit on the one hand with selected deep dives and updates, and Advisory on the other hand, with the introduction of a separate live meeting in 2022/2023 in the presence of all Business Leads and Business Risk Leads of the Advisory businesses with special focus on delivery risks.

In 2021/2022 the QIRC, in presence of the QIRC members, the Chief Quality Officer, Risk & Reputation Lead, the Business Lead Audit and NPPD Audit for Audit related topics, two members of the Partnership Council and other invitees, held five regular meetings. Key highlights include:

• Audit Quality |Besides a regular update on Audit initiatives and progress on the Audit Quality Plan, the QIRC thoroughly discussed, among other matters, the Culture program, the ISQM1 implementation, Deloitte’s client continuance process and portfolio risk review, cross border client acceptance, the annual audit of the System of Quality Control, evaluation of the conditional malus policy, the outcome of Partner and Director Year End evaluations, and Future of Audit selected priorities;

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

• The Committee discussed litigation and risk management cases, and lessons learned from, amongst others, the Steinhoff case;

• The QIRC discussed the process and update and monitored developments regarding Deloitte’s Enterprise Risk Framework. Risks that are associated with the following topics were discussed: Multi Disciplinary Model, Talent, Confidentiality, privacy and security, and Public Interest. Portfolio management, including client acceptance and portfolio risk review of the Deloitte NL group were important agenda items too;

• The QIRC also discussed and received updates about confidentiality, privacy, security, business continuity management, ethics and independence.

Highlights of the work of the Remuneration & Nomination Committee during 2021/2022

The Remuneration & Nomination Committee (RNC) was established in October 2021, after the formal merger of the former Selection & Nomination Committee and the Remuneration Committee. The RNC advises the EB on the remuneration policy for partners and employees of Deloitte Netherlands, and prepares the SB’s decision making on amendments to the remuneration policy of partners and employees of the Audit firm. The RNC also 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 RNC is furthermore 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 itself.

Up to and including September 2021, the Selection and Nomination Committee and the Remuneration Committee both have held two meetings. From October 2021 onwards, the RNC has held two regular meetings during 2020/2021, in presence of the RNC members, CEO, the CHRO and two members of the Partnership Council. The work was focused on, among other things:

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

• Succession management, partner performance management, leadership development and the partner life cycle;

• Supervisory Board succession of two new SB members;

• Amendments to the remuneration policy of the EB members, and adjustment to the level of their fixed and variable remuneration;

• Executive Board and ExCo succession management, and succession management focused on Audit leadership, and key Audit roles;

• Audit leadership profiles and application of the remuneration policy within the Audit practice;

• (Preparation of) MY and YE conversations of the EB members.

Profile of the members of the Supervisory Board

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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

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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’

• Chairman Supervisory Board ‘Stichting Reward Value’

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

• Auditor at the NVZD

• ‘Day’ Chairman Nyenrode Supervisory Board member cycle

• Coach at NGL International B.V.

• Chairman Supervisory Board Inkubis B.V.

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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 Post NL

• Member of the Board of Stichting Buitenboordmotor

• Member of the Board of Stichting de Volkskrant

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Denise Larnder (1960)
Member since 2021

Denise Larnder has been a member of the Supervisory Board of Deloitte Netherlands since October 2021.  Denise is a chartered accountant and is a fellow of the ICAEW. After a long career as an audit partner and external auditor at EY until December 2016, where she also held various management and quality roles, she made the definitive transition to being a Non-Executive Director. As an external auditor, she served various insurance companies and other highly regulated entities, acted as lead audit partner for the largest pension schemes, and engagement quality review partner for listed clients.

External positions and activities:

• Non-Executive Director Highway Insurance Company Limited

• Non-Executive Director Liverpool Victoria General Insurance Group Limited and LVI Company Limited

• Non-Executive Director Allianz (UK) Limited, Allianz Holdings Plc and Allianz Insurance Plc

• Member of the Governing Body University of Greenwich

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Bas Verhart (1972)
Member since 2021

Bas Verhart has been a member of the Supervisory Board of Deloitte Netherlands since October 2021. Bas has many years of experience as an entrepreneur, mostly focused on the cutting edge of digital and media, and is (co-)founder of, among others, THNK School of Creative Leadership, Media Republic and DFFRNT. He is also the founder and initiator of various social initiatives, including The Green Challenge. Bas started in various Non-Executive Board roles from an early age and is (or has been) a member of various Advisory Boards. He was a member of the Innovation Platform and the Amsterdam Economic Board. Bas also acts as a keynote speaker. In the past he did this at the Amsterdam Global CEO Event, the Stanford Global Innovation Leadership Program and the World Future Trends Conference.

External positions and activities:

• Board member of DFFRNT

• Board member of Stichting Rare Earth