Report of the Supervisory Board

The Supervisory Board (SB) is pleased to present its report for the Financial Year 2022/2023. In this report you will find more information about the SB, its composition, the organisation and overview of its most important activities. It also contains the SB’s Committee reports.

Financial Year 2022/2023 has been another year characterised by global turmoil, the ongoing war in Ukraine, rising inflation and challenges with regard to climate change requiring the firm to step up as a responsible business and proactively take the lead as transformation partner of clients. We believe that our largest impact is through the work we do for clients both in audit and advisory, alongside the actions we take within our own organization to become a more sustainable firm.

Despite these challenges, Financial Year 2022/2023 turned out to be a successful year. 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 challenging circumstances. The SB is grateful for their flexibility, resilience and dedication.

As of June 1, 2023, the composition of the Executive Board (EB) has changed. Dagmar Enklaar succeeded Oscar Snijders and Rob Bergmans succeeded Liesbeth Mol. The SB would like to thank Liesbeth and Oscar for their contribution to the ongoing success of Deloitte and their open and constructive relationship with the SB members, a big thank you! We wish Dagmar and Rob every success in their new roles.

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 SB of Deloitte NL comprises five external members. All members of the SB are independent within the meaning of paragraph 2.1.8 of the Corporate Governance Code and article 22a.4 of the Wta. All independence requirements of paragraphs 2.1.8 till 2.1.10 of the Code and the Wta/Bta were met during Financial Year 2022/2023.

The SB’s profile is available on the Deloitte website . 

Committees

The SB has assigned, under its responsibility, a number of its specific tasks to three committees, that are comprised of the following SB members:

Notable conclusions and recommendations of Committee meetings are reported to the SB during the regular meetings of the Board.

Supervisory Board meetings

In the Financial Year 2022/2023, the SB held the following meetings:

• 13 SB meetings, divided into 5 regular meetings that were focused on strategic themes and industry and business updates, 4 meetings that were focused on current affairs, compliance related matters and committee reports, and 3 extra meetings as part of the succession and nomination processes.

• 2 strategy meetings

• 1 education meeting 

• 3 General meetings chaired 

• 22 Committee meetings 

• Attendance rate 96% 

*The annual meeting between the SB and the AFM took place in July 2022.

** 3 General meetings have been chaired 

In addition, the SB held regular meetings in a private setting, and various meetings were held between individual SB members and individual EB 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 and Young professionals. All regular (Committee) meetings, that are held in presence of the SB and EB 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 Chair of the SB frequently interact. The SB members are invited to join the monthly partner update calls, which are used by the EB to inform the partners on amongst others strategic developments, and the SB members regularly attend. From time to time SB members join client events, too.

Examples of Supervisory Board items on the agenda

Strategy execution and refresh | During Financial Year 2022/2023, the SB monitored the execution of strategy 2020/2023 by tracking the progress based on the strategic KPI dashboard and by discussing challenges and key themes, such as operate, assets, collaboration and people leadership. The SB also frequently interacted with Industry and Business Leads to monitor the execution of business and market strategies. During the course of Financial Year 2022/2023, the SB, in the presence of the EB, PC and Deloitte’s strategy team, looked back on the current strategy, and additionally held two strategy dedicated meetings to discuss and provide input on the 2023-2027 strategy. 

NSE | International collaboration has been an important item on the agenda, and the SB had an extensive dialogue with the NSE CEO Richard Houston, on the strategy, opportunities and challenges with regard to the further development of NSE.

Audit Quality | The SB has continued consistent and frequent interaction with Audit leadership and the business on, 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 from the Quality, Integrity & Risk Committee.

Succession management |The SB has regularly discussed succession management, evaluated the current governance model, updated relevant profiles and procedures and directed the nomination process for the re-appointment of Hans Honig as CEO. The SB also designed and conducted the selection and nomination processes, including interviewing candidates, for the appointment of Dagmar Enklaar as COO and Rob Bergmans as CPQO of Deloitte Netherlands, and the appointment of Gera Hamer as Business Lead Audit & Assurance (BL A&A). The SB has also been consulted on changes to the firm’s Executive Committee, the members of which are appointed by the EB. And two PC members are appointed by the General Meeting.  

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 SB included: (i) Ethics & integrity, (ii) independence, (iii) cyber security, (iv) sustainability, and (v) external reporting, including the Transparency Report of Deloitte Accountants.

Recurring and key Supervisory Board decisions

In addition to the decision to nominate the new COO, CPQO and BL A&A, the most important decisions of the SB were to:

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

• Nominate BDO for re-appointment as external auditor;

• Approve the Internal Audit Plan for Financial Year 2022/2023;

• Approve the financial plan of Deloitte NL group for 2023/2024, and approval of the budget of Deloitte Accountants B.V.;

• Determine the remuneration of the BL A&A and NPPD Audit;

• Approve the decision of the EB regarding the year end assessment of the Compliance officer Wta.

• Approve the resolution of the EB regarding PIE accreditations and the decision to appoint 1 audit partner and 8 candidates as director with authority to sign off on (statutory) audit engagements;

• Determine the EB members’ goalsetting;

• Increase in the fixed remuneration and annual determination of the variable remuneration within the bandwidth as prescribed by the Audit regulatory framework.

Supervisory Board teaming meeting and performance review

In September 2022, a team meeting took place for the SB that was facilitated by internal support, with the aim to refine the collaboration. The SB members talked about, for example, the SB composition, profile(s), and lessons learned, and they identified preferred styles and selected priorities for its oversight. In line with the Dutch Corporate Governance Code and audit legislation, the SB conducted a supervisory board assessment, with the support of an external party, to review the SB’s effectiveness and to identify areas for improvement. In total 11 interviews have taken place with all members of the SB, the EB and several other key stakeholders. A Board Review Questionnaire was also part of the process. A feedback session with the members of the SB has taken place, facilitated by the external party, as well as a similar session for the EB. A joint session between the SB and EB has taken place.

The themes drawn out included the interaction between SB and EB, the composition and board dynamics within the SB, the role of the Chair, the role and mandate of the SB in a changing partner organisation, the role of the Partner Council, developments at NSE level, balancing the interests of both Audit and Consulting and last but not least, the potential tension between purpose and performance, with observations the SB might wish to consider further within each theme. The SB will, in a dialogue with the EB and partners, define its priorities for the coming years and further enhance the board’s effectiveness and focus. 

Annual performance evaluation Executive Board and Audit management

In accordance with relevant legislation, the SB has also evaluated the performance of the EB and the daily policymakers of Deloitte Accountants B.V. in Financial Year 2022/2023. The Remuneration & Nomination Committee of the SB held two sessions i.e. mid-term and year-end with each member of the EB regarding their individual performance and long term and short-term objectives. The SB 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 2022/2023

The Audit & Finance Committee (A&FC) assists the SB in fulfilling its oversight responsibilities regarding the quality of internal and external financial 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, the in control work, and assessments of compliance with applicable laws and regulations.

The A&FC held six meetings during Financial Year 2022/2023, in the presence of the A&FC members, the COO and CFO,  the partner and a senior manager 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 A&FC 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, the work of the A&FC was focused on, among other things:

• ESG/CSRD, including a gap analysis and ambitions;

• The materiality assessment of the Integrated Annual Report;

• Spotlight sessions on Work in Progress, tax, liquidity management, cryptocurrencies from a Deloitte financial perspective and a review of Deloitte’s capital position;

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

• Regular updates on the In Control statement;

• Review of any litigation or other financially contentious matters;

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

Highlights of the work of the Quality, Integrity & Risk Committee during 2022/2023

The Quality, Integrity & Risk Committee (QIRC) assists the Board in fulfilling its oversight responsibilities regarding quality, integrity and risk management of the EB. 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. Furthermore the Committee monitors initiatives to enhance the quality of the services provided by each of the businesses and the Audit business in particular.

In Financial Year 2022/2023 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 topics include the following:

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

• The Committee had an extensive dialogue with NSE’s Audit & Assurance Head of Quality & Risk on, inter alia, NSE’s perspective on the Quality & Risk Function and the ISQM1 implementation;

• Members of the Young Audit Board joined a meeting of the QIRC and shared their reflections on the profession and the future of Audit;

• The QIRC held a meeting in the presence of all Advisory Business Leads and Business Risk leads to discuss the advisory risk landscape, the most important advisory risks, examples of high risk engagements, challenges and dilemmas and lessons learned;

• The Committee discussed litigation and risk management cases;

• The QIRC assessed the process and monitored developments regarding Deloitte’s Enterprise Risk Framework. Risks that are associated with the following topics were reviewed in more detail: Conduct and purpose, economic and political & competitor shifts. Moreover, an Internal Audit report regarding risk governance was reviewed. Portfolio management, including client acceptance and portfolio risk review of the Deloitte NL group, and management of high risk engagements were important agenda items, too;

• The QIRC also reviewed briefings on compliance, confidentiality, privacy, security, business continuity management, ethics and independence.

Highlights of the work of the Remuneration & Nomination Committee during 2022/2023

The Remuneration & Nomination Committee (RNC) oversees 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 SB in decisions regarding the remuneration of the EB members, including an assessment of their individual performance. Based on Audit legislation, decisions of the EB regarding the remuneration of daily policymakers of the Audit firm are subject to approval of the SB as well. In addition to the three EB members, who are also daily policymaker of Deloitte Accountants B.V., this 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 SB of new members of the EB, daily policymakers of Deloitte Accountants B.V. and the SB itself.

The RNC held three regular meetings during Financial Year 2022/2023, in the presence of the RNC members, the CEO, the CHRO and two members of the Partnership Council. Eight extra meetings took place, mainly focused on the selection and nomination of two EB members and the BL A&A. Key highlights of the Committee’s work included:

• Preparation of the SB’s decision-making regarding the fixed part and variable part of the remuneration for EB members;

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

• Preparation of the SB’s decision-making regarding the re-appointment of the CEO of Deloitte NL;

• Succession management of Deloitte’s leadership, and preparation of the appointment of Dagmar Enklaar as COO, Rob Bergmans as CPQO of Deloitte Netherlands and Gera Hamer as Business Lead A&A, including evaluation of their personal profiles and portfolio of responsibilities, soundings of stakeholders, external assessments of candidates, and involving other SB members for example in the interviews;

• Discussions and updates about various items, for example the pipeline and succession of external auditors on large audit accounts, psychological safety, recruitment, retention, and workforce optimalization, People leadership and development, Inclusion and diversity.

• Compilation of feedback from all SB members and internal stakeholders for mid-year and year-end evaluations 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

Hans van der Noordaa is also a (non-voting) independent Non-Executive member of the NSE Board.

Vincent G. Moolenaar (1963)
Member since 2016

Vincent Moolenaar 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

• Business Director Board & Governance at Nyenrode Business Universiteit

• Chairman Supervisory Board ‘Identiteitsvoorzieningen & 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 national selection committee for judges (LSR)

• Chairman Advisory Board ‘Institute of Internal Auditors Netherlands’

• Chairman Board of the ‘alumni association Nyenrode New Board Program’

• Chairman Supervisory Board ‘Stichting Reward Value’

• Member Selection & Appointment committee of the Restitution commission

• Member Audit Committee of the Central Bureau of Statistics

• Auditor at the NVZD

• Coach at NGL International B.V.

• Chairman Advisory Board Inkubis B.V.

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Nienke Meijer (1965)
Member since 2017

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 various 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

• Chair of the Board of Stichting de Volkskrant

• Member of the Supervisory Board of NXTGEN HIGHTECH

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Denise Larnder (1960)
Member since 2021

Denise Larnder is a chartered accountant and  a fellow of the ICAEW. As an external auditor, she served various insurance companies and other highly regulated entities, acted as lead audit partner for the firm’s largest pension schemes, and engagement quality review partner for listed clients. She was also involved in leading quality review activities overseas. After a long career as an audit partner and external auditor at EY UK until December 2016, where she also held various management and quality roles, she made the definitive transition to being a Non-Executive Director.

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 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 has had various Non-Executive Board roles 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, and has spoken at forums such as 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