Corporate governance

Corporate governance is about good business administration, adequate supervision and transparent accountability to all stakeholders. Given our key societal role in Dutch society, we attach great importance to good corporate governance. We therefore voluntarily apply the Dutch Corporate Governance Code where possible and if applicable.

Legal structure

The Alliander group is made up of various companies, including Liander, Qirion and Kenter. Alliance N.V. stands at the head of the Alliander group of entities. Alliander N.V. (Alliander) is a company with full statutory two-tier status. All of Alliander’s shares are held by Dutch provincial and municipal authorities. Alliander has a two-tier board structure, with a strict separation between executive management and supervision. The Management Board manages and the Supervisory Board has oversight. Both Boards act independently of each other and are accountable to the General Meeting of Shareholders (AGM) in respect of the manner in which they carry out their tasks.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code 2016 (the ‘Code’) is a code of conduct for Dutch companies with listed shares and is considered to provide general guidelines on good corporate governance. Alliander's shares are not listed and therefore we are under no legal obligation to apply the Code. Alliander applies the Code voluntarily however, where possible and if relevant. The Code is applied at the level of Alliander N.V. as a holding company. The Management Board and the Supervisory Board are responsible for Alliander's corporate governance and compliance with the Code.
The final version of the revised Code was published on 20 December 2022. The most notable changes in this version relate to long-term value creation, diversity and the role of shareholders. These are themes that Alliander also considers important and on which we have reported for a number of years. In 2023, Alliander will amend its Articles of Association, regulations and procedures to conform to the updated Code to the extent possible and applicable. The 2022 Management Board Report is based on the version of the Code adopted in 2016. In its 2023 Management Board Report, Alliander will report on its compliance with the updated Code for the first time.

Compliance with the Code

Some provisions of the Code are not applicable to Alliander or are applied differently by Alliander. In line with the ‘comply or explain’ principle, we either comply with the provisions of the Code by applying them or provide an explanation of the reasons for deviating from specific provisions. The areas where we deviate from the Code are explained below.

Deviation from the Code

  • Principle 2.2.1: maximum appointment and reappointment periods – Management Board members – Members of the Management Board are appointed for an indefinite period. They act based on a long-term strategic perspective and a fixed-term appointment is not appropriate in this context.

  • Principle 2.3.2: establishment of committees – A combined Selection, Appointment and Remuneration Committee has been established for practical reasons.

  • Principle 2.3.7: vice-chair of the Supervisory Board – No vice-chair has been appointed within the Supervisory Board. The meetings of the Supervisory Board are chaired by one of the other members of the Supervisory Board if the chair is absent. The replacement is appointed by a majority of votes of the present and represented members of the Supervisory Board.

  • Principle 2.4.3: point of contact for the performance of Supervisory Board and Management Board members – Each Supervisory Board member acts as a point of contact for members of the Supervisory Board and Management Board regarding how the chair of the Supervisory Board performs his/her duties.

  • Principal 3.4.2: Management Board member agreement – The Supervisory Board appoints the Management Board members. The Supervisory Board notifies the AGM - in this case the Committee of Shareholders - of the proposed appointment. The salary components of the Management Board members are transparently reported in the Remuneration Report.

  • Principle 4.1.10: AGM report – Alliander sends the report to all shareholders within three months of the AGM.

  • Principle 4.2.3: meetings and presentations – Alliander's shares are not listed on the stock exchange: they are held by provincial and municipal authorities. Alliander has, however, issued bonds that are listed on the Amsterdam stock exchange. Alliander communicates in a transparent manner that is tailored to the target group. Alliander does not organise analysts’ meetings, although the company does hold meetings with investors and shareholders after publication of the annual figures. These presentations can be downloaded from www.alliander.com. Alliander also holds a press conference after the publication of its six-monthly and annual figures, during which the Management Board explains the results. In addition, Alliander organises annual one-to-one meetings with rating agencies (and on an ad hoc basis if necessary). These meetings and presentations cannot be attended by all shareholders in real time via webcasting. However, a webcast replay of the conference call with investors on the annual figures is made available via Alliander's website.

Some of the Code's provisions are not relevant for Alliander. This is for example because the two-tier regime applies and shares in Alliander are held by local and regional government bodies rather than being listed on a stock exchange. In addition, Alliander has a different management structure (two-tier rather than a one-tier board), there is no executive committee and there is no variable remuneration arrangement for the Management Board. Moreover, Alliander has an internal audit department. The best-practice principles that do not apply to Alliander are summarised below:

  • 1.3.6: absence of an internal audit department

  • 2.1.3: executive committee

  • 2.1.8 sub vi, vii and 3.3.2 - 3.3.3: remuneration of the supervisory directors in shares, or shares held by supervisory directors

  • 2.8.2 - 2.8.3: takeover bid

  • 3.1.2 sub ii and iv to vii: remuneration policy

  • 3.1.3: remuneration of the executive committee

  • 3.4.1 sub iii and v: Remuneration report

  • 4.2.6: anti-takeover measures

  • 4.3.3: cancelling the binding nature of a nomination or dismissal

  • 4.3.4: voting right on financing preference shares

  • 4.3.5: publication of institutional investors' voting policy

  • 4.3.6: report on the implementation of institutional investors' voting policy

  • 4.4: issuing depositary receipts for shares

  • 5: one-tier governance structure

A complete ‘comply or explain’ summary regarding the application of the Code is available on our corporate website.

Corporate governance statement

This is a statement on corporate governance as referred to in Article 2a of the Decree on the Content of the Management Board Report of 1 January 2018 (the ‘Decree’). Please refer to the following sections of the 2022 management report for the information that must be included in this corporate governance statement, as referred to in Articles 3a(a) and 3a(d) of the Decree.

  • The main features of the internal risk management and control system relating to the financial reporting process of the Alliander group (Article 3a(a) of the Decree) are set out in the Risks chapter.

  • The diversity policy relating to the composition of the Management Board and the Supervisory Board, including the objectives of the policy, the method of implementation, and the results of this policy in the past financial year (Article 3a(d) of the Decree), and the measures for achieving the desired situation and expected timing, are set out in the Report of the Supervisory Board.

Corporate Governance in outline

Corporate governance framework

Alliander’s governance structure is based on Book 2 of the Dutch Civil Code, the Code, Alliander’s articles of association, and various sets of internal rules and by-laws. The Dutch Gas Act and the Dutch Electricity Act 1998 also contain provisions that influence the governance of Alliander and its affiliated enterprises. In addition, based on its core values, Alliander has formalised key rules of behaviour and requirements in a code of conduct (including the Guideline for the Prevention of Market Abuse) and a whistleblower policy. The Articles of Association, various sets of rules and by-laws and other documentation on corporate governance can be found at www.alliander.com.

Management Board

Tasks and responsibilities

In addition to managing Alliander, the Management Board is also responsible for developing a vision for the company’s long-term value creation and formulating an appropriate strategy in this respect. The Management Board is accountable to the Supervisory Board in respect of these activities. In addition, the Management Board is responsible for compliance with all relevant legislation and regulations, risk management and financing of the company. When performing its duties, the Management Board carefully weighs up the interests of the stakeholders. During this process, the Management Board also considers the social aspects of doing business that are material to the organisation and its management and control. The Management Board has set out values that contribute to a culture that focuses on long-term value creation.

In addition to their collective responsibility for the management of the company, individual members of the Management Board are assigned specific tasks and responsibilities. The Management Board may amend these tasks and responsibilities as required. The division of tasks has been approved by the Supervisory Board. The Management Board as a whole and the individual Management Board members have the authority to represent the company.

By-laws

As well as the statutory regulations and Articles of Association, the Management Board is also bound by its own by-laws. These by-laws contain provisions on the composition, tasks and powers of the Management Board, and on meetings and decision-making among other matters. In addition, the by-laws also contain provisions on conduct and culture, on the interaction with the Supervisory Board and on the provision of information, and on how to deal with actual or potential conflicting interests.

Appointment and dismissal

Given that Alliander is a two-tier company, the Supervisory Board appoints the Management Board members. The Supervisory Board appoints the members of the Management Board as directors under the articles of association for an indefinite period. The Supervisory Board also has the power to suspend or dismiss members of the Management Board.

Supervisory Board

Tasks and responsibilities

The Supervisory Board supervises how the Management Board implements the strategy for long-term value creation, the policy of the Management Board and the general course of business within Alliander and its affiliated enterprises. The Supervisory Board also advises the Management Board. The Supervisory Board acts as the employer of the Management Board. The Supervisory Board of Alliander is also the Supervisory Board of network operator Liander N.V. In the performance of its duties, the Supervisory Board – like the Management Board – focuses on the creation of long-term value for Alliander and its group companies and weighs up the relevant interests of all the stakeholders when doing so. The Supervisory Board also gives due consideration to the social aspects of entrepreneurship that are relevant to the company. The Supervisory Board as a whole is responsible for the correct performance of its duties. The Management Board provides all the information and resources needed by the Supervisory Board for the proper performance of its duties in a timely manner. If the Supervisory Board and/or a member of the Supervisory Board considers it necessary, the Supervisory Board or member may obtain information from the Management Board, Internal Audit, the external auditor, the Works Council and/or other officers and external advisers of Alliander.

By-laws

The Supervisory Board also is bound by its own set of by-laws, as well as the statutory regulations and Articles of Association. These by-laws include provisions on the composition, tasks and powers of the Supervisory Board, and on meetings and decision-making. The by-laws furthermore contain provisions with regard to the Supervisory Board’s interactions with the Management Board, the shareholders and the Works Council, and on how to deal with existing or potential conflicts of interest.

Appointment and dismissal

New members of the Supervisory Board are nominated by the Supervisory Board and appointed by the General Meeting of Shareholders, taking into account the profile. When nominating and appointing, consideration is given to the nature of the company, the activities and the desired expertise and background of the supervisory directors. The Committee of Shareholders and the Works Council have a priority right of recommendation with respect to one third of the members of the Supervisory Board.
The basic principle is that a Supervisory Board member is appointed for a period of four years, after which he or she can be reappointed, once only, for a further four-year period. Thereafter, reappointment for a two-year period is possible, with an optional extension of no more than two years. Reappointment after a period of eight years must be reported and explained in the report of the Supervisory Board.
The Supervisory Board may suspend its members. A supervisory director can only be dismissed by the Enterprise Division of the Amsterdam Court of Appeal. The General Meeting of Shareholders may also withdraw its confidence in the Supervisory Board. Any such resolution will result in the immediate dismissal of the Supervisory Board members.
The members of the Supervisory Board step down in accordance with the retirement schedule established by the Supervisory Board. The retirement schedule is published in the Report by the Supervisory Board.

Supervisory Board Committees

Due to the volume, diversity and complexity of the topics to be dealt with, the Supervisory Board has set up two permanent committees: an Audit Committee and a combined Selection, Appointment and Remuneration Committee. The composition of the committees is determined by the Supervisory Board. The committees have their own meetings, which are in preparation for the plenary Supervisory Board meetings. In the Supervisory Board meeting, the committees report verbally and/or share draft or final minutes of the committee meetings. The recommendations of the committees form the basis for decision-making during the Supervisory Board meeting. The Supervisory Board remains collectively responsible for the decisions prepared by a committee. By-laws have also been established for these committees, which can be viewed on the corporate website and downloaded as required.

The Audit Committee supports the Supervisory Board in its supervision on matters such as the design, operation and effectiveness of the internal risk management and control systems, the integrity and quality of the financial reporting process, Alliander’s financing and the relationship with the internal and external auditors.

The Selection, Appointment and Remuneration Committee is charged with making proposals to the Supervisory Board regarding the selection criteria and appointment procedures for Supervisory Board and Management Board members, the performance of the Supervisory Board and Management Board members and the remuneration policy to be implemented for the Management Board and the Supervisory Board. The committee also prepares the annual Remuneration Report and discusses any HR-related issues that arise within Alliander.

Shareholders

Alliander's shareholders are exclusively Dutch governmental organisations. The four shareholding provincial authorities and the 70 shareholding municipalities are represented at the Annual General Meeting of Shareholders (AGM). The AGM is held each year, within six months of the end of the financial year. The points on the agenda include the review of the annual report, adoption of the financial statements, determining the dividend, discharging the members of the Management Board and Supervisory Board from liability and, if applicable, awarding the audit assignment for the financial statements to the external auditor. The AGM is also responsible for nominating the members of the Supervisory Board. Important board resolutions are also discussed and must be submitted to the AGM in accordance with the law and Articles of Association. A Committee of Shareholders has been appointed by the General Meeting of Shareholders and certain powers of the AGM have been transferred to that Committee with the aim of more effectively exercising certain shareholder rights on behalf of all shareholders. For example, the Committee exercises the right of recommendation when appointing or reappointing members of the Supervisory Board and the Committee is involved in the appointment of members of the Management Board.

Shareholders who individually or jointly represent at least 1% of the issued capital have the right to submit a written request in order to have an item placed on the agenda. Extraordinary shareholders' meetings may be held as often as the Management Board or the Supervisory Board deems necessary, or if this is required by the law, or if one or more shareholders jointly representing at least 10% of the issued capital submit a written request to this effect to the Management Board or the Supervisory Board.

Internal audit function

The Internal Audit department is responsible for the internal audit function within Alliander. Internal Audit has an independent, objective role in supporting Alliander in achieving its corporate objectives. The department provides detailed information, advice and additional assurance on the degree of effectiveness of the risk management, control and governance processes. 

Every year, Internal Audit draws up an audit plan based on risk analyses and the audit findings in consultation with the Management Board, the Audit Committee and the external auditor. This plan describes the proposed audit engagements for the coming year. The annual audit plan is submitted to the Management Board for approval and then to the Supervisory Board. Internal Audit reports periodically to senior management, the Management Board and the Audit Committee on audit-related matters, such as the implementation of the audit plan, significant findings and failures to implement recommendations. Internal Audit also informs the external auditor about this.

Internal Audit is the responsibility of the Chair of the Management Board. The Internal Audit manager has direct contact with the Audit Committee and the external auditor and attends Audit Committee meetings. The Audit Committee supervises the internal audit function and advises the Supervisory Board on its performance. The performance of the internal audit function is reviewed at least once every five years by an independent third party. This assessment was carried out again in 2022, resulting in the internal audit quality certificate.

External auditor

The AGM appoints the external auditor, as nominated by the Supervisory Board. Among other tasks, the external auditor prepares the audit report and management letter and issues the audit opinion regarding the financial statements. The external auditor reports to the Supervisory Board and the Management Board on the investigations that have been carried out.

The Audit Committee reports annually to the Supervisory Board on the performance of, and relationship with, the external auditor. The Management Board gives the Audit Committee, and by extension the Supervisory Board, an opportunity to examine the most important points of discussion arising between the external auditor and the Management Board based on the draft management letter or the draft auditor’s report.

The external auditor attends the meetings of the Audit Committee, unless the Audit Committee decides otherwise. The external auditor attends at least that part of the meeting of the Supervisory Board in which the external auditor’s report on the audit of the financial statements is discussed. The auditor also attends the part of the meeting of the Supervisory Board in which the six-monthly figures are discussed. Furthermore, the external auditor attends the annual AGM to answer any questions the shareholders may have regarding the auditor’s opinion on the truth and fairness of the financial statements.

Deloitte Accountants B.V. has been Alliander’s external auditor since the 2016 financial year.

Other regulators

External organisations supervise Liander in its capacity as a network operator active in a regulated environment. They supervise such aspects as compliance with specific legislation and regulations.

Risk management and control

Risk management is the deliberate handling of uncertainties that can have a negative impact on the achievement of the strategy as adopted by the Management Board. An effective risk management and internal control system is therefore important. The risk management and internal control system is updated in line with internal and external developments. We apply the ‘three lines’ model for risk management purposes. Each line of defence has its own responsibility in the management and control process:

  • The first line is responsible for identifying, managing and monitoring the risks within its processes and for an effective risk management and control system.

  • The second line supports, advises, coordinates and sets frameworks to ensure that the management genuinely takes responsibility. This line therefore provides additional assurance within Alliander.

  • The third line provides additional assurance about the question whether the first and second lines can jointly manage the risks, so that the organisational objectives are achieved. The third line gives an objective and independent opinion on this matter, including suggestions for possible improvements. The third line operates objectively and independently from all other parts of the organisation.

In addition, various other measures are in place to manage our risks, such as the Planning & Control Cycle, the Risk Management Framework, the Business Control Framework, the Quarterly In Control Update and the Alliander Accounting Manual. These controls are discussed in other parts of this report. Management responsibility for supervising the quality of the management of our top risks also consists of three layers.

  • The Alliander Resilience Committee has the CFO as chair, issues recommendations to the Management Board on privacy and security, compliance, risk acceptance, risk profile, external risk reporting requirements, exceptions of a temporary nature or events that diverge from the applicable risk policy and risk acceptance guidelines. The Committee also discusses risk reports and monitors and advises on the follow-up actions arising from the internal and external audits. Finally, it also promotes the embedding of risk management and internal control processes within the organisational units and supply chains of Alliander.

  • The Management Board plays a proactive role in managing attitudes and behaviours regarding risk management and internal control. Every six months, the portfolio of top risks is discussed by the Management Board and the discussion of specific risks is frequently on the agenda. If necessary, the Management Board initiates the implementation of additional measures. Moreover, the Management Board monitors the risk management and control system, which it regularly tests against the expectations of, and developments at, our key stakeholders. The principal risks are set out in this annual report under Risks.

  • The Supervisory Board supervises the design and effectiveness of the risk management and control system. The portfolio of principal risks is discussed in the Audit Committee every six months. The full Supervisory Board receives a summary thereof. The Management Board provides an explanation of the risk report, which the Audit Committee takes on board in its supervision. Proposed adjustments to the risk management policy are put to the Audit Committee before being introduced.

Integrity

It is important to us that all our stakeholders have confidence in our organisation and that there is a socially and psychologically safe working atmosphere for everyone at Alliander. We attach great importance to integrity and having an open, honest culture. This reduces the chance of abuses and irregularities. Alliander has various integrity-related regulations in place internally.

Codes of conduct

Alliander has drawn up an internal Code of Conduct that sets out standards and values. It specifies how we deal with each other, business partners, company and personal interests, business assets, confidential and non-confidential corporate information, and health, safety and the environment. In this way, we protect customers, associates and the reputation of Alliander, and jointly safeguard a pleasant and safe working environment. If the rules of conduct are violated, disciplinary measures can be taken, varying from an (official) warning to dismissal depending on the seriousness of the case.
The Management Board monitors the effectiveness of, and compliance with, the Alliander Code of Conduct. Every six months, the Management Board informs the Supervisory Board via the Audit Committee of its findings and observations in relation to the effectiveness and compliance. These reports are based on investigations into suspected violations of the Alliander Code of Conduct. The Internal Audit department acts as a fraud disclosure desk. Specialists are available here to investigate any reported situations. One officer of the Fraud Disclosure Desk is a member of the association of certified fraud examiners (ACFE) with a continuing professional education obligation. The Fraud Disclosure Desk completed 24 investigations into fraud and incident reports in the year under review. This prompted the management involved to impose measures or sanctions in 12 cases, including terminating the employment contract by means of a settlement agreement. Apart from reports of fraud and incidents, there were 68 cases in which managers decided to impose sanctions varying from an official warning to a settlement agreement. These cases ranged from attitude issues and behaviour (including transgressive behaviour) to issues around an employee’s performance. Every new employee is given the Code of Conduct upon joining the company; this includes directors and agency employees. In addition, employees take a mandatory e-learning course dealing with subjects relating to the Code of Conduct. The e-learning course helps employees to become even more conscious of integrity requirements and challenges. In 2021, 70% of employees had completed the e-learning course. In the fourth quarter of 2022, the updated e-learning course on integrity was again distributed to all Alliander employees. The response and follow-up will be monitored in 2023. Integrity issues and ways of dealing with dilemmas in this field are also discussed in team meetings. Aspects covered include a safe working environment, anti-corruption measures, prevention of conflicts of interest, dealing with gifts, and handling confidential information. Members of the Management Board and others also regularly post articles and blogs on the Intranet focusing on integrity risks.
In carrying out our business activities, we want to ensure that we comply with all applicable laws, rules and regulations, and we constantly strive to improve our social and environmental performance throughout the value chain. Ethical and honest business practices are our guiding principle when purchasing products and services. We have a dedicated code of conduct specifying what we require from suppliers and other parties, the Alliander Supplier Code of Conduct. This Code of Conduct covers matters like the ban on child labour and the use of forced labour, non-discrimination, and requirements regarding safety, environmental protection, and working conditions. Alliander expects suppliers to comply with this Code of Conduct in their own business operations and in their dealings with their own suppliers upstream. Non-compliance with the Code of Conduct can lead to the imposition of sanctions such as termination of the contract or temporary suspension of work with or without notice of default.

Handling complaints

The Complaints Procedure for Inappropriate Behaviour, the Regulation on Reporting Suspected Misconduct, and a Whistleblower Policy are in place so that employees can report suspected misconduct safely and in a structured way. In addition, the Regulation on complaints related to employment conditions - previously applicable only to reorganisations - was made permanently available in 2020 as a procedure for objecting to all decisions relating to employment conditions. Employees can also raise concerns in confidence with nominated officers within Alliander. This guarantees that every employee can report actual or suspected abuses of a general, operational and financial nature within Alliander. The Whistleblower Policy encourages employees to report every complaint or inappropriate situation within the organisation. They can do so internally to their manager, the Fraud Disclosure Desk or the nominated officer for the Whistleblower Policy. Incidents can also be reported to an external party under the protection of the Whistleblower Policy. Once every six months, the nominated officer for whistleblowers provides the Management Board and the Audit Committee of the Supervisory Board with a list of whistleblowing reports received and the actions taken in response to these reports. All actual and suspected abuses and irregularities are immediately reported to the chair of the Supervisory Board.

Guideline for the Prevention of Market Abuse

Although Alliander’s shares are not listed on the stock exchanges, the company has issued listed bond loans. These bonds are listed on the Amsterdam stock exchange. Consequently, Alliander adheres to the Guideline for the Prevention of Market Abuse. This guideline draws on the Alliander Code of Conduct and the European Market Abuse Regulation. The aim of the Guideline is to make it clear that employees are not permitted to share inside knowledge or use inside knowledge to conduct personal trading transactions in Alliander’s financial instruments. The Guideline describes the rules of conduct. This Guideline is also applicable to the members of the Management Board and the Supervisory Board. Alliander was not involved in any legal disputes or court rulings on market abuse in 2022.

The by-laws of the Management Board and the Supervisory Board stipulate that members of the Management Board and the Supervisory Board must adhere to disclosure and insider trading requirements that apply pursuant to the law or stock-exchange regulations with regard to the ownership of or transactions in securities in listed companies.

Privacy and security

We are responsible for protecting our systems against hackers and information security incidents (security) and for dealing appropriately with the personal data of our customers and our employees (privacy). The Corporate Privacy Officer (CPO) is the central point of contact in our organisation for privacy matters. In line with the General Data Protection Regulation (GDPR), a Data Protection Officer has been appointed to monitor compliance with the GDPR in matters relating to personal data. Each organisational unit has its own Privacy Officers, who report to the CPO on privacy matters. The Chief Information Security Officer (CISO) is the central point of contact for security matters. The security experts work in the CISO Office, which is headed by the CISO. The CISO Office performs first-line and second-line security work; first-line activities focus on the security of the organisational units and the second-line activities focus on the digital resilience of the entire Alliander organisation.

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Statement by the Management Board
Risks