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 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. Deloitte Netherlands, as well as the other national practices within NSE, maintains a significant degree of marketplace, talent and operating independence. Importantly, our Strategy is also fully aligned with the overall NSE Strategy.
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 where relevant 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 where relevant and are fully in line with the applicable Audit legislation, such as the Wta and Bta. Following the publication of the new Code, Deloitte Netherlands currently assesses and will amend its Articles of Associations and rules and regulations where necessary.
General Meeting
The General Meeting of the Cooperative brings together all members: the entire partner community, Deloitte NSE and Deloitte NSE No2 CLG. The members of the Supervisory Board are also invited to attend the General Meeting. 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 (Chair), Nienke Meijer (Vice-Chair), Bas Verhart, Vincent Moolenaar and Denise Larnder. All members are independent. The Supervisory Board has drawn up guidelines for its size and composition, considering the nature of the firm and the expertise and experience required of Supervisory Board members. This information, including information regarding the selection and nomination process, is available on our website .
Hans van der Noordaa, Chair 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 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, including with regard to Environmental, Social and Governmental goals; (ii) Strategies pursued by the company and the risks involved, including with regard to people and sustainability; (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 three committees, each with its own rules of procedure: (i) Audit & Finance Committee; (ii) Quality, Integrity & Risk Committee and (iii) the Remuneration & Nomination Committee. The committees prepare the decision-making of, and frequently report to, the Supervisory Board.
Executive Board composition
During 2022/2023, the Executive Board was composed of three members: Hans Honig (CEO and Chair, 1966), Oscar Snijders (Chief Operating Officer, 1967) and Liesbeth Mol (Chief Quality Officer, 1973). The term of both Liesbeth Mol and Oscar Snijders ended on June 1, 2023. After having followed a thorough selection and nomination process and on a binding nomination of the Supervisory Board, Dagmar Enklaar (1972) and Rob Bergmans (1969) were appointed by the General meeting as new Executive Board members and COO and CPQO respectively. They both started on June 1, 2023. Executive Board members are appointed for a period of four years and are eligible for re-appointment for a further period 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, including with regard to ESG’s, People, Quality and other impacts, 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, implementation and the execution of the Deloitte NL group strategy, 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 2022/2023.
Executive Committee
The Executive Committee (ExCo) supports the Executive Board and has a role in the preparation, implementation of decisions taken and execution of the strategy by the Executive Board. Decision-making always takes place in the Executive Board. However, broad commitment is of crucial importance in a Partnership. By having a broader ExCo with representation from the different focus areas, (i) there is a strong connection between the EB and the various businesses and industries and (ii) enhances commitment and involvement of the partners. The ExCo structure is flexible in order to meet the changing needs of the organisation. On May 31, 2023, the Executive Committee consisted of 17 members (4 women, 13 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 Chair 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.