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Roles and Responsibilities

Deloitte NSE LLP (Deloitte NSE) is a member firm of Deloitte Touche Tohmatsu Limited (DTTL), a United Kingdom (UK) private company limited by guarantee. Deloitte NSE, with affiliates in 28 countries across Europe and the Middle East, is not engaged in professional practice itself. All trading continues through local country practices, including the practices of Deloitte Netherlands.

Deloitte Netherlands is the Dutch Affiliate of Deloitte NSE and Deloitte NSE No2 CLG, a legal entity according to Irish law. Both are members of Coöperatief Deloitte U.A. (‘the Cooperative’), Deloitte NSE No2 CLG having a two-thirds majority of the voting rights in the General Meeting. Deloitte Holding B.V. (Deloitte Holding), a 100% subsidiary of the Cooperative, is the centre of the governance structure of Deloitte Netherlands.

The Board of Deloitte NSE is primarily responsible for ensuring high-quality governance and stewardship of Deloitte NSE. The single elected NSE Chief Executive Officer (CEO) leads the NSE Executive. The NSE CEO is accountable to the NSE Board to deliver on the agreed long-term strategy of Deloitte NSE. The Deloitte NSE ways of working are based on the principles of connected+ autonomy: Deloitte Netherlands, as well as the other national practices within NSE, maintain a significant degree of marketplace, talent and operating independence. Importantly, our Strategy 2023 is also fully aligned with the overall NSE Strategy 2023.

The Dutch Corporate Governance Code and Audit legislation

Deloitte, as a non-listed company, is different from the companies for which the Dutch Corporate Governance Code (‘the Code’) is intended. However, on a voluntary basis and in addition to applicable Dutch civil law, Deloitte applies the principles of the Code to a large extent and acts in the spirit of the Code. Some of the best practices mentioned in the Code either may not be applied in identical form within Deloitte, or are not suited to being applied, such as protective measures against takeovers, the certification of shares, the publication of price-sensitive information and the information supplied to and discussions held with parties in the financial markets. Furthermore, neither the Executive Board nor the Supervisory Board members are granted share options.

Deloitte’s Articles of Association and rules and regulations contain the best practices of the Code to a large extent and are fully in line with the applicable Audit legislation, such as the Wta and Bta.

General Meeting

The General Meeting brings together the entire partner community, Deloitte NSE and Deloitte NSE No2 CLG as participating shareholders. The company’s annual results, long-term policy and certain other matters referred to in the Articles of Association require the approval of the General Meeting.

Supervisory Board composition

The Supervisory Board is composed of five members: Hans van der Noordaa (Chairman), Frans Eelkman Rooda (Vice-Chairman), Jacqueline Rijsdijk, Vincent Moolenaar and Nienke Meijer. All members are independent. The Supervisory Board has drawn up guidelines for its size and composition, considering the nature of the company and the expertise and experience required of Supervisory Board members.

Hans van der Noordaa, Chairman of the Supervisory Board of Deloitte Netherlands is a (non-voting) independent Non-Executive member of the NSE Board. The Independent Non-Executive members of the NSE Supervisory Board are remunerated for their role by Deloitte NSE.

Supervisory Board tasks and responsibilities

The Supervisory Board oversees and advises the daily policymakers of the Cooperative and Deloitte Accountants B.V., and supervises all general developments at Deloitte. The Supervisory Board is collectively responsible for the execution of its tasks and reports to the General Meeting. In fulfilling its duties, the Supervisory Board focuses on, among other things, the interests of the Audit firm and the public interest in ensuring the quality of statutory audits. The Supervisory Board always acts in the company’s best interests, taking account of the relevant interests of all stakeholders.

The Supervisory Board is entrusted with the supervision of the policies and activities of the Executive Board and the daily policymakers of the Audit firm, inter alia in relation to the following: (i) Realisation of the company’s objectives; (ii) Strategies pursued by the company and the risks involved; (iii) Design and implementation of internal risk management, quality and control systems; (iv) Quality, independence, integrity, ethics and other matters of public interest; (v) Deloitte’s financial reporting process; and (vi) Deloitte’s compliance with laws and regulations.

Supervisory Board committees

The Supervisory Board has formed four committees, each with its own rules of procedure: (i) Audit & Finance Committee; (ii) Quality, Integrity & Risk Committee; (iii) Remuneration Committee; and (iv) Selection & Nomination Committee. The committees prepare the decision-making of, and frequently report to, the Supervisory Board.

Executive Board composition

The Executive Board is composed of three members: Hans Honig (CEO and Chair), Oscar Snijders (Chief Operating Officer) and Liesbeth Mol (Chief Quality Officer). Executive Board members are appointed for a period of four years and are eligible for re-appointment for a further period(s) of no more than four years.

Executive Board tasks and responsibilities

The Executive Board is responsible for, among other things, creating a strategic and policy framework and objectives, monitoring the implementation of policies and maintaining cohesion between the company’s various businesses and service lines. The Executive Board reports to the Supervisory Board and to the General Meeting. Executive Board members are collectively responsible for leading and managing the company. The Executive Board acts in the company’s best interest at all times when fulfilling its duties, considering the relevant interests of all stakeholders. It is responsible for observing relevant laws and regulations, managing the risks involved in the company’s activities and overseeing its financial affairs.

Avoiding conflicts of interest

No member of the Executive Board takes part in discussions or decision-making processes that may give rise to a conflict of interest between the Board member and Deloitte. In such cases, Deloitte is normally represented by another person, who is appointed specifically for this purpose by the Supervisory Board. To our knowledge, no transactions involving any potential or real conflict of interest, as defined by the Code, took place in 2020/2021.

Executive Committee

The Executive Committee (ExCo) supports the Executive Board and has a role in the preparation and implementation of decisions taken by the Executive Board. The Committee structure is flexible in order to meet the changing needs of the organisation. On 31 May 2021, the Executive Committee consisted of 19 members (5 women, 14 men), reflecting our present operating structure.

Partnership Council

The Executive Board, with the approval of the Supervisory Board, has appointed a Partnership Council that consists of five partners. The Partnership Council is charged with giving support and advice to the Supervisory Board in the broadest sense of the word. The Partnership Council can give solicited and unsolicited advice in support of the Supervisory Board. The chairman of the Supervisory Board can decide to invite (a delegation of) the Partnership Council to (partially) attend meetings and other discussions of the Supervisory Board.