Report of the Supervisory Board

The Supervisory Board (SB) is pleased to present its report for the Financial Year 2024/2025. This year has been marked by significant developments and challenges within our organisation, yet it has also revealed numerous opportunities for growth and transformation.

Throughout this year, the SB has maintained a proactive stance in overseeing important developments within Deloitte, and in relation to internal investigations. The Supervisory Board is disappointed with the outcomes of the investigation into answer sharing. The investigation was thorough and intensive and has provided Deloitte with valuable lessons and opportunities to make immediate and decisive changes that strengthen its internal controls and training processes. Recently, Deloitte has reached a settlement order with the PCAOB, and there will be enhanced oversight from the AFM regarding Deloitte’s company culture, with continued supervision from the Supervisory Board. Concurrently, Deloitte has commenced the development of an Ethical culture programme based on several analyses including an external assessment, which the Supervisory Board will closely monitor too. The fact that Deloitte was confronted with a new incident during the financial year, wherein it was identified that certain individuals within the firm did not adhere to professional standards during audits of educational institutions, highlights that the organisation has not yet achieved the desired progress regarding its company culture. This further underscores the importance of this Ethical culture programme. Our focus remains on reinforcing a culture of integrity and accountability within the organisation as we move forward.

We have also engaged in strategic planning sessions, focusing on service delivery transformation, the integration of GenAI,  and enhanced international cooperation, while also prioritising the professional development of Deloitte’s talent and succession management.

As we reflect on the past year, we extend our heartfelt gratitude to Vincent Moolenaar, who stepped down from his position on November 1, 2024, and we are pleased that he has remained involved as an advisor to the SB in the investigation into answer sharing, Deloitte’s internal learning culture, and the learning behaviours of Deloitte’s professionals.

Additionally, we welcomed Mariëlle Vogt, who joined the SB as a member on January 1, 2025, resulting in a composition of the SB consisting of three women and two men. Her expertise and insights will enrich our discussions and decision-making processes as we navigate the complexities of Deloitte’s evolving business landscape.

This financial year also saw the departure of Harvey Christophers from his role as interim Chief Quality & Risk Officer (CQRO) and as a member of the Executive Board (EB) on August 1, 2024. We express our sincere appreciation for his leadership and dedication during his tenure. Following his departure, the SB nominated Jamie Gatt for appointment as an EB member, who commenced his role on December 1, 2024, to fill this crucial position. Jamie’s extensive experience and commitment greatly contributes to Deloitte’s quality, risk and integrity management efforts.

As we move forward, we remain committed to upholding the highest standards of quality and integrity, ensuring that the trust placed in Deloitte is met with unwavering dedication. We thank all Deloitters for their continued commitment and resilience as we strive towards excellence in service delivery and client engagement. We look forward to another year of progress and innovation as we work together to seize the opportunities that lie ahead.

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

During the Financial Year 2024/2025, the Supervisory Board comprised five external members, except for a brief period after the resignation of Vincent Moolenaar on November 1, 2024, until the appointment of Mariëlle Vogt on January 1, 2025. All members of the SB are independent within the meaning of the Corporate Governance Code the Wta/Bta.

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 four 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 SB.

Supervisory Board meetings

In the Financial Year 2024/2025, the SB held the following meetings:

• Nine SB meetings, divided into six regular meetings that were focused on strategic themes and business updates, three meetings that were focused on current affairs, compliance related matters and committee reports;

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

• One extra SB meeting for succession management purposes;

• 14 Committee meetings;

• Attendance rate 90%

In addition:

• Three General meetings were chaired by the SB chair;

• Two meetings were held for (i) the evaluation of EB members, daily policymakers of the Audit firm and key support leads, and (ii) the SB’s effectiveness review, both meetings in a closed setting;

• One SB education meeting took place;

• Various meetings of and consultations were held with the Temporary Committee Learning investigation, the annual meeting between the SB and the AFM took place in July 2024, and a meeting with the NBA was held in February 2025.

The SB also 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

Strategy | During the Financial Year 2024/2025, the SB actively oversaw the execution of the 2023/2027 strategy, using a KPI dashboard that encompasses various components, including metrics related to purposeful work, regulatory quality, financial goals, as well as indicators for collaboration, innovation, and driving transformation. The SB also engaged in conversations about the strategy of the Audit & Assurance Business, the Deloitte Impact foundation, implementation of Gen AI and the Global Delivery Network strategy, and has also overseen the successful completion of the modernisation of how Deloitte organises its capabilities and go to market by globally aligning the business units, reducing the number from five to four.

NSE integration | Greater integration is taking place within NSE to increase the impact of Deloitte’s services and drive quality. The SB, EB and other stakeholders have frequently discussed various initiatives, for example in the Technology & Transformation Business.

Project into answer sharing and Deloitte’s internal learning culture | During the Financial Year 2024/2025, the investigation into answer sharing, the internal learning culture, and the learning behaviours of Deloitte’s professionals has continued, alongside intensified oversight by the Supervisory Board on the matter. For a significant portion of the year, three-weekly update calls have been maintained, with closer involvement to the investigation from the Chairman and the Chair of the QIRC, as well as the engagement of Vincent Moolenaar as an advisor from November 1, 2024. This project has also been regularly included in the agendas of both the SB and QIRC meetings.

Deloitte has simultaneously begun the development of a Ethical culture programme, which the Supervisory Board will be closely monitoring.

Succession management | The SB directed the selection and nomination process for Harvey Christophers’ successor, which resulted in the appointment of Jamie Gatt as the new CQRO. In terms of Supervisory Board succession, the SB nominated Mariëlle Vogt for appointment as a member of the SB at the General Meeting, thereby effectively succeeding Vincent Moolenaar. Additionally, succession management for leadership positions was and is a high priority on the agenda of the Supervisory Board and its Remuneration and Nomination Committee.

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, financial/business and industry updates, and Diversity, Equity & Inclusion, other important agenda items for the SB included: (i) Ethics & integrity, (ii) independence, and (iii) external reporting, including the Transparency Report of Deloitte Accountants B.V..

Recurring and key Supervisory Board decisions

In addition to the decision to nominate the new CQRO and a new SB member, 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 2024/2025;

• Determine the remuneration of the daily policymakers of Audit firm (other than the EB members);

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

• Maintain the fixed remuneration of the EB at the current level in the Financial Year 2024/2025 (compared to the 2023/2024 FY), and the annual determination of the variable remuneration within the bandwidth as prescribed by the Audit regulatory framework;

• Approve various changes to Audit policies;

• Approve various sanctions, as prescribed by Audit legislation, for external auditors in relation to the incidents as set out above;

• Approve the decision to appoint new External Auditors with the authority to sign off on (statutory) audit engagements;

• Approve the financial plan of Deloitte NL group for 2025/2026, and approval of the budget of Deloitte Accountants B.V.;

• Approve the change of banks (due to the ING Audit win) and the refinancing of Deloitte.

Supervisory Board teaming meeting and performance review

By the end of the Financial Year 2024/2025, the Supervisory Board once again reviewed its effectiveness, addressing its strengths, weaknesses, performance, and lessons learned. Key themes included enhancing interactions between the SB, EB, and other policymakers; the need to plan recurring matters further in advance; the decision to maintain the current committee structure; reflection on the incidents from the past year; the necessity to initiate an Ethical culture programme; the need to remain vigilant not only regarding Audit Quality, integrity and risks in the A&A business, but also in the context of wider quality, integrity, and risk management for the group; and the desire to evaluate and further clarify the scope of both the AFC and QIRC, to sometimes receive meeting materials earlier, with the appropriate level of detail, to ensure oversight at the supervisory level rather than at the executive level. The SB will, on a ongoing basis, review and discuss the key priorities for the Financial Year 2025/2026.

Throughout the end of the Financial Year, discussions about the composition of the SB were also prominent, particularly during the succession and evaluation processes that led to the decision to nominate Denise Larnder for reappointment. Additionally, Bas Verhart recently announced that he is rejoining the THNK School of Leadership as a co-founder, faculty member, and partner. Consequently, he informed the SB that he would not be available for a second term as a SB member of Deloitte Netherlands. These developments have triggered discussions regarding the desired competencies, composition, and profile of the Supervisory Board, and will lead to a new succession management process in Financial Year 2025/2026.

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 2024/2025. The Remuneration & Nomination Committee of the SB (RNC) 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 (current and former) NPPD Audit and provided feedback.

Highlights of the work of the Audit & Finance Committee during Financial Year 2024/2025

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 five meetings during Financial Year 2024/2025, 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, 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:

• Budget of Deloitte Netherlands and the Audit firm, including 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;

• Regular updates on the In Control statement;

• International mobility;

• The Deloitte refinancing project and change of banks (due to the ING Audit win);

• 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 and follow up on actions;

• Review of any litigation or other financially contentious matters;

• Consideration of the accounting treatment regarding the answer sharing investigation, and the financial statements of Deloitte Accountants B.V..

Highlights of the work of the Quality, Integrity & Risk Committee during Financial Year 2024/2025

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 in the context of quality and integrity 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 highest risk engagements and initiatives to enhance the quality of the services provided by each of the businesses and the Audit business in particular.

In Financial Year 2024/2025 the QIRC, in the presence of the QIRC members, the Chief Quality Officer, Risk & Reputation Lead, the Business Lead Audit and NPPD Audit for Audit related topics, and other invitees, e.g. the Ethics Officer and the Director of Independence, held four regular meetings. Key topics included the following:

• Besides a regular update on Audit initiatives and progress on the Audit Quality Plan and ISQM1, the QIRC discussed, among other matters, Fraud and going concern, incidents and lessons learned, including the set-up of an incident evaluation tree, the Transparency report, results of the Monitoring & Remediation programme, Deloitte’s client continuance process and portfolio risk review, evaluation of the Quality and reward recognition of partners and directors and the remuneration policy for negative practice review outcomes, the ING transition plan, reports of the regulators and changes of policies regarding the System of Quality

• The QIRC discussed litigation and risk management cases, and various updates from the General Counsel;

• The QIRC assessed the process and monitored developments regarding Deloitte’s Enterprise Risk Framework and other risk priorities.

• The QIRC monitored and discussed the highest risk engagements (programme), cause factor analyses regarding various advisory engagements, the AML activities and compliance position, pre employment screening, risk priorities regarding further NSE integration, risk analysis regarding organisational changes, the role of the SB in business continuity management and responsible tax and new policies.

Given the impact of the investigation into answer sharing and the increased involvement of the Supervisory Board, along with separate governance for oversight and monitoring in this regard, this matter has been discussed to a lesser extent in this Committee. Regarding a new incident that came to light, where it was revealed that certain individuals within the firm did not adhere to professional standards during audits of educational institutions, the Supervisory Board was promptly informed as a whole in a separate meeting, followed by decision-making concerning sanctions, as previously outlined in this report.

Highlights of the work of the Remuneration & Nomination Committee during Financial Year 2024/2025

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 three other statutory board members of Deloitte Accountants B.V.: the Business Lead Audit & Assurance, the current and former NPPD Audit (who stepped down as a statutory board member and in that capacity daily policymaker of the audit firm as per 1 June 2025).

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 2024/2025, in the presence of the RNC members, the CEO, the CHRO and two members of the Partnership Council. Key highlights of the Committee’s work included:

• Updates from the CHRO on specific topics, like the engage for change survey, diversity, equity & inclusion, strategic work force management, and leadership and change programmes;

• Evaluation of the Supervisory Board’s remuneration;

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

• Succession management and pools for leadership positions, and specific succession files: preparation of the appointment of Jamie Gatt as CQRO, and Mariëlle Vogt as SB member;

• Preparation of year end assessments and goalsetting of the EB and other daily-policy makers of the Audit firm;

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

• Discussions about various items, for example the partner model and partner performance;

• 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 2024/2025

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. With the establishment of the Temporary Committee Learning investigation, there is closer involvement from two members of the Supervisory Board: the Chairman and the Chair of the QIRC. Various meetings and consultations were held with the Committee, thereby supporting the Supervisory Board in its governance role by providing more detailed oversight of the project and advising the Board on related matters. Key topics included:

• The scope, planning and execution of the investigation;

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

• Deloitte legal defence.

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 Stichting War Child Alliance

• 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.

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 Stichting Netspar

• Member of the Supervisory Board of Stichting Planet B.io

Mariëlle Vogt (1965)

Member since 2025

Mariëlle Vogt began her career at KPN, where she honed her financial expertise before taking on the role of Finance Director at TU Delft. She then transitioned to Enexis, where she has been serving as CFO and a member of the Executive Board since January 2021, including a year as Interim CEO. In addition to her professional role, she had no formal positions outside Deloitte in Financial Year 2024/2025.

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 LVI Company Limited

• Non-Executive 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 Programme and the World Future Trends Conference.

External positions and activities:

• Board member of Stichting Rare Earth

• Board of Directors Member THNK Holding B.V. (Think School of Leadership)

• Manager THNK World B.V.