Report of the Supervisory Board

The Supervisory Board (SB) is pleased to present its report for the Financial Year 2023/2024. In this report, you will find detailed information about the composition, organisation, and key activities of the SB and its committees.

This financial year has been challenging, yet it demonstrated our robust commercial performance and unveiled exciting emerging opportunities in areas like Generative AI, ESG initiatives. Additionally, it underscored the ongoing imperative for our clients to transform their organisation and enhance their performance. Despite these opportunities, the year was also marked by the need to adapt our organisation in response to both external developments and an extensive internal change agenda across the North South Europe region. This has placed considerable pressure on both management and staff.

A notable concern this year has been the investigation into answer sharing, Deloitte’s internal learning culture and learning behaviour of its professionals. As a result of particular facts that have emerged from this investigation, Rob Bergmans decided to step down from his role as member of the Executive Board in October 2023. The ongoing investigation is being intensively supervised by the SB and closely monitored by our regulators, the AFM and PCAOB. Recognising the gravity of this issue, a specific SB committee has been dedicated to overseeing this matter, an SB-member is co-chair of the Steering Committee and with the SB convening every three weeks to monitor progress, supported by an external advisor.

In addition to regular meetings, the SB engaged in numerous additional meetings with management to stay well-informed and provide necessary support amidst the many external and internal developments. The SB also dedicated several sessions to strategic planning for the next four years and participated in Knowledge Sessions focusing on Generative AI, ESG, Public affairs, Economic and societal trends and developments and stakeholder dialogue.

Looking ahead, despite the challenges, we see numerous opportunities to further engage with both existing and new clients, offering exceptional products and services to assist them in achieving success.

Significant time was also invested in the HR and Talent agenda, which included selecting an interim Executive Board member and welcoming Corien Wortmann as a new member to the SB.

We would like to extend a special thanks to Nienke Meijer, who has stepped down after seven years of dedicated service on the SB.

Lastly, we express our profound gratitude to all Deloitte Netherlands colleagues for their unwavering commitment, focus on client service, and support throughout the year.

The SB is grateful for the continued trust placed in Deloitte and remains committed to upholding the highest standards of governance and integrity. We look forward to navigating the upcoming year with resilience and strategic foresight.

About the Supervisory Board

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

Composition of the Supervisory Board

Until January 1, 2024, the SB had five members. After Nienke Meijer's resignation, the SB operated with four members until May 27, 2024, when Corien Wortmann joined, returning the SB to five 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 2023/2024.

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 2023/2024, the SB held the following meetings:

• 10 SB meetings, divided into 6 regular meetings that were focused on strategic themes, the strategy update for the 24-27 period and industry and business updates, 4 meetings that were focused on current affairs, compliance related matters and committee reports;

• 10 extra SB meetings regarding the investigation into answer sharing and Deloitte’s internal learning culture;

• 2 extra SB meetings for succession management purposes given the unexpected departure of an EB member;

• 3 SB education meetings;

• 3 General meetings were chaired by the SB chair;

• 23 Committee meetings, including 8 extra Remuneration & Nomination Committee meetings;

• 12 meetings of the Temporary Committee Learning investigation

• Attendance rate 91%

*The annual meeting between the SB and the AFM took place in July 2023.

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 Chairman 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

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Strategy | During Financial Year 2023/2024, the SB was actively involved in the development of the 2024-2027 strategy. The updated strategy, detailed in this IAR, was approved by the SB. The SB closely monitors its execution using a KPI dashboard that includes, among other elements, KPIs on of doing purposeful work, a regulatory quality metric, financial targets and Kpis on collaboration, innovation and driving transformation.

NSE integration | Greater integration is pursued within NSE to increase the impact of Deloitte’s services and drive quality. The SB, EB and other stakeholders have repeatedly discussed various initiatives, the financial model, and governance, particularly in light of the Dutch regulatory context.

Project into answer sharing and Deloitte’s internal learning culture | In 2023, Deloitte has initiated an investigation into answer sharing, the internal learning culture and learning behaviour of its professionals. Quality, Academic integrity and professionalism are a top priority for Deloitte and the SB. Consequently, it was agreed to intensify SB oversight through the establishment of a dedicated committee, a member of the SB acting as co-chair of the project steering committee, three-weekly update calls, and regular inclusion of this project on the agendas of both the SB and QIRC meetings.

Succession management | After Rob Bergmans decided to step down from his role as member of the EB in October 2023, as a result of particular facts that emerged from the investigation into answer sharing and Deloitte’s internal learning culture, the SB directed the nomination of Harvey Christophers as interim EB member (CQO) and the appointment of Bas Savert as a statutory board member and daily policymaker of Deloitte Accountants B.V.. Additionally, the SB directed the selection and nomination process for Harvey Christophers’ successor, which is currently ongoing. Regarding SB succession, the SB nominated Corien Wortmann to the General meeting for appointment as member of the SB, thus effectively succeeding Nienke Meijer, and after a sounding and evaluation process, Hans van der Noordaa was re-appointed as chair of the SB.

Other important agenda items of the Supervisory Board | Besides recurring corporate topics such as the approval of Deloitte’s Financial Plan and the budget 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) revision of the Global Storefront including implementation within Deloitte NL, 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 (interim) CQO, a new SB member and a new policymaker of the Audit firm, 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 Equity partners;

  • Nominate BDO for re-appointment as external auditor;

  • Approve the Internal Audit Plan for Financial Year 2023/2024;

  • Approve the financial plan of Deloitte NL group for 2024/2025, and approval of the budget of Deloitte Accountants B.V.;

  • Set-up a remuneration policy for the SB, which was approved by the GM;

  • 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 strategy 2024-2027 and long term objectives for the Executive Board;

  • Approve the SB charter to reflect the updated Corporate governance code, and the SB profile;

  • Approve the resolution of the EB regarding PIE accreditations and the decision to appoint new directors with the 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 the previous annual report, we reported on the SB’s effectiveness assessment in line with the Dutch Corporate Governance Code and audit legislation, supported by an external party. This evaluation concluded in July 2023 with a facilitated dialogue between the EB and SB. By the end of financial year 2023/2024, the SB again has revisited its effectiveness, addressing its strengths, weaknesses, performance, and lessons learned. Key themes included enhancing interactions between the SB, EB, and other policymakers, the decision to establish robust governance for the investigation into answer sharing, the internal learning culture and learning behaviour of its professionals ensuring thorough SB oversight, the desire to sometimes extend meeting duration to address all developments adequately, continuance of transforming educational sessions from informational to experiential learning, and improving the detailed feedback from stakeholder discussions with individual SB members to the entire SB. The SB plans to define its priorities in collaboration with the EB and partners to further improve its effectiveness, and strategic focus further.

Throughout the year, discussions on the SB's composition were also prominent, particularly during the succession processes leading to Corien Wortmann's appointment and the recently started selection process for a new SB-member, effectively succeeding Vincent Moolenaar.

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 2023/2024. 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 Financial Year 2023/2024

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 statement, and assessments of compliance with applicable laws and regulations.

The A&FC held six meetings during Financial Year 2023/2024, in the presence of the A&FC members, the COO and CFO, the lead partner of BDO, the Risk & Reputation Lead, the Chief Audit Executive, one or two members of the Partnership Council and other invitees where required. 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;

• Budget of Deloitte Netherlands and the audit firm, including quarterly forecasts;

• Evaluation of the progress on the Audit Quality Indicators of BDO;

• The materiality assessment of the Integrated Annual Report;

• Fraud risks, accounting and reporting attention points;

• Spotlight sessions on tax, pensions and insurance;

• 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 Financial Year 2023/2024

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 is 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 the 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 2023/2024 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 discussed, among other matters, Fraud and going concern, the Transparency report, the Culture program, ISQM1, Deloitte’s client continuance process and portfolio risk review, results of the Monitoring & Remediation program, evaluation of the conditional malus policy, and the outcome of Partner and Director Year End evaluations, various reports of the regulators and quartermasters and changes of policies regarding the System of Quality;

• The QIRC held a meeting in the presence of all Advisory Business Leads and Business Risk leads to discuss quality & risk management in building an innovative business, especially regarding Innovative AI propositions and tooling, and specific risks in doing international business across EMEA;

• The Committee discussed litigation and risk management cases;

• The QIRC assessed the process and monitored developments regarding Deloitte’s Enterprise Risk Framework and other risk priorities. Risks that are associated with the following topics were reviewed in more detail: Our reputation, role and future public interest impact, the highest risk engagement program, crypto services and clients, the culture of client confidentiality and the portfolio risk review of the Deloitte NL group;

• The Responsible Business Committee, further NSE Integration and the investigation into answer sharing and Deloitte’s internal learning culture were important agenda items too.

Highlights of the work of the Remuneration & Nomination Committee during Financial Year 2023/2024

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 two EB members, who are also daily policymaker of Deloitte Accountants B.V., this concerns currently three other statutory board members of Deloitte Accountants B.V.: the BL Audit & Assurance, the NPPD Audit and the C&I Lead Audit & Assurance. 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 four regular meetings during Financial Year 2023/2024, 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 a new EB member, the selection of a new daily policymaker Audit & Assurance, and the selection of two new SB members. Key highlights of the Committee’s work included:

• Updates from the CHRO on specific topics, like the engage for change survey, recruitment, retention, reasons for leaving Deloitte, strategic work force management and leadership programs;

• Preparation of the remuneration policy for SB members;

• 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 Chairman of the SB;

• Preparation of the appointment of Harvey Christophers as CQO, Bas Savert as daily policymaker Audit & Assurance, Corien Wortmann as SB member, and the succession of Vincent Moolenaar;

• Discussions about various items, for example the equity partner income, the succession management approach and succession pools for important leadership positions;

• Compilation of feedback from all SB members and internal stakeholders for MY and YE conversations of the EB members.

Highlights of the work of the Temporary Committee Learning investigation during Financial Year 2023/2024

Deloitte has initiated an investigation into the internal learning culture and learning behaviour of its professionals. The SB oversees the full breadth of the investigation. The Temporary Committee Learning investigation is formed to support the SB in its governance role by overseeing the project in more detail, and advising the SB on related matters. The Committee held 14 regular meetings during Financial Year 2023/2024, in the presence of the Committee members, the CQO and on invitation the RRL. Key topics for discussion included:

• The remediation & sanction matrix;

• The scope, planning and execution of the investigation;

• Root cause analysis, appropriate remedial actions and initiatives to enhance the learning culture.

Profile of the members of the SB

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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

• 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 Deloitte 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 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.

­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

­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

• Member of the Advisory Board of Stichting Chapter Zero Netherlands.

Corien Wortmann (1959)

Member since 2024

Corien Wortmann has served, among other roles, as the Chair of the Board at Stichting Pensioenfonds ABP, as Vice Chair (Economic, Finance, and Environment) for the EPP Group in the European Parliament, and is currently a Non-Executive Board Member of DSM Firmenich AG and AEGON Ltd, and Chair of the Supervisory Board of Netspar. Her distinguished career in a variety of executive and supervisory positions, both within the Netherlands and internationally, has provided Corien Wortmann with deep understanding of complex governance structures and the challenges of managing diverse stakeholder relationships.

External positions and activities:

• Vice Chairman of the Board of Directors of Aegon Ltd.

• Member of the Board of Directors of DSM-Firmenich AG/DSM B.V.

• Chair of the Supervisory Board of Netspar

• Advisor of Taste, Texture & Health Business of DSM-Firminich AG and the development of the Biotech Campus in Delft.