Presentation of annual report
RAI Amsterdam performed well in 2017, especially from a commercial perspective. It welcomed a relatively high number of new clients, and made up for the expected turnover drop caused by the cancellation of the AutoRAI and BedrijfsautoRAI events.
RAI Amsterdam took major steps forward in its organisational trajectory with changes to the culture and structure of the company. The Executive Board and works council are working on establishing this new organisation via a constructive working relationship.
The Supervisory Board closely oversaw the process of the sale of shares from the City of Amsterdam and discussed it with the Executive Board.
In the year of reporting, the Supervisory Board changed its regulations to align them to the Corporate Governance Code 2016.
The Supervisory Board hereby presents the annual report of RAI Holding BV.
The annual report was compiled by the Executive Board and includes the financial statement for 2017. BDO Audit & Assurance BV (BDO) checked the financial statement and provided it with an approved audit statement.
audit statement from accountant
The responsibilities of the Supervisory Board include internal supervision of the Executive Board and the general affairs of the company. This involves activities such as the monitoring of the achievement of intended results. For this purpose, the Supervisory Board makes use of two progress reports submitted by the Executive Board: the year-to-date results (YTD) and the report to shareholders. The discussion of these reports is regularly on the agenda of both the Audit Committee and the full Supervisory Board. The report to shareholders follows non-financial goals as well as financial reports. In addition to following reports, the Executive Board transmits to every meeting of the Supervisory Board a business update that looks at the most important occurrences related to customers, markets and events.
results of the year-to-date reports, reports to shareholders, business updates
Based on a range of presentations and updates, the Executive Board has included the Supervisory Board in the process in which the current vision and strategy, which were defined until 2017, are now being extended to 2020. The Executive Board expects to complete these process around the summer of 2018.
extension of the horizon strategy
The Supervisory Board has discussed with the Executive Board the possibility to acquire new exhibitions.
In the framework of the growth of large exhibitions organised in the RAI, the Executive Board has informed the Supervisory Board on the progress of the spatial vision plan for 2030. This anticipates a further expansion of the exhibition surface area in the coming years.
discussing various paths for growth
The Supervisory Board has discussed with the Executive Board the best way to approach the security of the RAI – both physical and virtual – in a comprehensive manner. There will be a periodical consultation led by the CEO, in which IT and physical security will be discussed and developed.
integration of physical and virtual security
A specific security incident that occurred during an event, and the follow-up by the RAI and the local authorities, has been discussed and evaluated.
incident discussed and evaluated
The Supervisory Board has discussed with the Executive Board the handling of the publications in national press regarding the BubbleDeck floors, which found that prefab floor slabs may connect insufficiently to the concrete poured over them. This construction technique was used in part of the Amtrium. In addition to an investigation into possible national solutions, the RAI has also chosen to commission independent studies into possible solutions and to take temporary measures that will allow the facility to continue to be used normally.
evaluation of BubbleDeck floors in light of nationwide publicity
The Supervisory Board has discussed with the Executive Board how the annual report and the CSR report can be merged into an integrated publication. A first phase of this combination will take place during the reporting year 2017.
step towards integration in reporting 2017
RAI Amsterdam has systems for risk analysis and control, and periodically informs the Supervisory Board of risk-related developments via the Audit Committee. The risk aspects of relevant topics are also explicitly mentioned by the Executive Board for all matters where a decision of the Supervisory Board is requested. The Audit Committee has indicated to the Supervisory Board that the Executive Board has correctly estimated the risks. The Supervisory Board agrees with the indicated risks and estimated consequences. The Executive Board has clarified this risk analysis in the Governance and Risk Management section of this report.
Supervisory Board agrees with Executive Board’s estimations of risks, likelihood of risks and consequences
In its advisory role, the Supervisory Board acts as a sparring partner for the Executive Board. A range of topics were discussed both within the Supervisory Board and with the Executive Board, and advice and comments provided. A major topic was the intention of the Municipality of Amsterdam to sell its shares in the RAI and the position, interests and involvement of the company regarding this process.
the process of the sale of shares by the Municipality of Amsterdam has been followed and discussed throughout the year
The Supervisory Board has created a remuneration report for 2017 which explains both the remuneration policy and its implementation during the year. The remuneration report was processed and confirmed by the Supervisory Board in 2018 and is published on the RAI website (www.rai.nl).
considered and agreed
The progress of the changes to culture and structure at the RAI have been discussed in several meetings. The Supervisory Board has requested and received information on the evolution from a division structure to a process-oriented organisation, and has received relevant reports from management as well as from several members of the policy team. The Supervisory Board finds that the Executive Board has taken an efficient approach to the organisational adaptations. The cooperation with the works council also went well in 2017, with the council agreeing to the suggested structural changes on 10 November. The Supervisory Board shares the opinion of the Executive Board that it is important to work on improving the RAI’s innovative dynamism to allow it to maintain its leadership position. In the HR section of its proposal, the Executive Board provides a detailed description of the changes that have been implemented to date. The Supervisory Board has requested that the Executive Board pay special attention to ensuring that the desired culture becomes part and parcel of the company’s functioning. The risks of the whole process, and the importance of maintaining a focus on normal operational activities, were discussed with the Executive Board in the meetings of the Audit Committee.
the Executive Board has efficiently approached the change in culture and the organisational adaptations
Assessment interviews were held with the two Executive Board members regarding the year 2017 in March 2018.
assessment interviews held
The general meeting was held on 20 April 2017 to discuss issues such as the 2016 annual report, the setting of the dividend in 2016, the 2017 annual plan (including budget) and the report to shareholders. Other topics included the importance of the RAI for the Amsterdam region, the company’s vision and strategy, the process of the Municipality of Amsterdam in selling off its shares, the appointment of the internal auditor and the status of the pension provision. The general meeting discharged the Supervisory Board for its supervision and to the Executive Board for its management. The whole Supervisory Board was present at the general meeting.
one general meeting during the year
About the Supervisory Board
Composition of the Supervisory Board
The Supervisory Board formatively consists of five members and had three on 1 January 2017. The appointment of a member on the recommendation of the Municipality of Amsterdam as shareholder has been postponed due to its intention to sell off its shares. Another vacancy arose on 31 December 2016 as a consequence of the departure of Ferry Houterman.
Both shareholders have, outside the context of a formal meeting, agreed to the naming of Mariëlle de Macker as a member of the Supervisory Board effective 17 March 2017. Ms De Macker was selected based on her international HR experience, and will be part of the Remuneration Committee (as chair) and the Selection and Appointment Committee (as member).
appointment of Mariëlle de Macker on 17 March 2017
There were no other changes in the composition of the Supervisory Board. The personal details of members are indicated in the ‘In Brief’ section under ‘Composition of Supervisory Board and Executive Board’.
The regulations for the Supervisory Board of RAI Holding BV were revised in December 2017, bringing them in line with the Corporate Governance Code 2016. The regulations of the Supervisory Board and the committees and profiles of the Supervisory Board can be found in their entirety on the RAI Amsterdam website (www.rai.nl).
revision of regulations
All Supervisory Board members and Executive Board members have been declared exempt by the company.
In 2017, the Supervisory Board held four scheduled meetings in the presence of the statutory board, the financial director and the company secretary. All Supervisory Board members were present during each of the board’s meetings. All members of committees were also present at the meetings of each committee. In other words, each member was present 100% of the time. In principle, pre-consultation between the Supervisory Board members takes place prior to the regular meetings. In addition, the members of the Supervisory Board keep in contact where necessary outside of the meetings.
four scheduled meetings
In addition to the abovementioned meetings with the Executive Board, the Supervisory Board has also met in closed sessions.
meetings without the presence of the Executive Board
The chair of the Supervisory Board and the CEO met regularly to discuss progress on various topics in the year under review.
regular consultations with CEO
The members of the Supervisory Board visited several RAI events to inform themselves about recent developments and gain an impression of the relevant exhibitions.
visits to several RAI events
The Supervisory Board has established an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from among its members.
three Supervisory Board committees
The Audit Committee consists of Mr Van der Steen (chair) and Ms Van Gaal.
The Audit Committee prepares the Supervisory Board’s decision-making and advises the board and the statutory directors on its findings in fields such as finance, internal risk management and control systems, risk analysis, applications of information technology (IT) and the activities and recommendations of the accountant.
The Audit Committee held a total of four meetings during the year under review. The CEO, COO and financial director attended all meetings.
The concept report of the Audit Committee was a fixed agenda item on each following meeting of the Supervisory Board. In each of these meetings, the Supervisory Board received advice on the decisions to be taken by the Supervisory Board as prepared by the Audit Committee.
reporting and recommendations provided during Supervisory Board meetings
The Audit Committee has discussed the following topics:
- The accountant’s report on the 2016 financial statement and the annual report;
- The dividend policy, liquidity, the 2018 annual plan (including budget and investments);
- The risk analysis;
- The internal audit plan;
- The security policy (fixed point on the agenda);
- The dashboard, the organisation of reports;
- The improvement of the administrative organisation;
- The pension agreement: process and results;
- The process of approving the management declarations;
- The business case of the RAI, the returns criteria and the necessity to expand the exhibition surface area available for large events;
- The liability insurance for exhibitions abroad.
The chair of the Audit Committee and the financial director met regularly during the year under review to discuss the progress of various matters.
regular consultation with the financial director
Until 17 March, the Remuneration Committee consisted of Ms Van Gaal (chair) and Mr De Boer. On 17 March 2017, Ms De Macker replaced Ms Van Gaal as member and as chair.
The task of the Remuneration Committee includes making proposals to the Supervisory Board and preparing accountability regarding the recommended remuneration policy and the actual remuneration of the members of the company’s statutory board.
The most important topics covered by the Remuneration Committee in the reporting year were formulating a remuneration policy, continuing the chosen policy within the company in order to achieve better alignment of remuneration with the market, and following market developments.
Until 17 March 2017, the Selection and Appointment Committee consisted of Mr De Boer (chair) and Ms Van Gaal. On 17 March 2017, Ms Van Gaal was replaced by Ms De Macker in this committee as well.
The duties of the Selection and Appointment Committee include drawing up selection criteria and appointment procedures for members of the Supervisory and Executive Board, assessing the size and composition of both boards and making proposals on the profile of the Supervisory Board at least once a year, reviewing the functioning of individual Supervisory and Executive Board members and reporting on it to the Supervisory Board at least once a year, making suggestions for appointments and reappointments, and supervising the policy of the Executive Board with regards to selection criteria and appointment procedures for senior management.
In the year under review, the Selection and Appointment Committee examined the management structure of the RAI, the profile of the Supervisory Board, and the recruitment and selection of a new member of the Supervisory Board.
on the agenda
At the end of 2016 the Supervisory Board performed a self-evaluation under the supervision of an external party. The evaluation has shown that the composition of the Supervisory Board is appropriate and the cooperation within it runs smoothly.
evaluation of Supervisory Board
The Audit Committee discussed at length the financial statement and annual report with the Executive Board and the external accountant BDO. The Supervisory Board then discussed the annual report with the Executive Board.
considered at length in Audit Committee, discussed with Executive Board
The Supervisory Board accepted the financial statement and agreed with the Executive Board’s proposal to pay a dividend of €2.293 million including dividend tax over the year, and add the remaining profit to ‘unappropriated profit’ under shareholder equity. The dividend was determined in accordance with the 2013-2018 dividend policy, established at the General Meeting on 17 April 2014.
Supervisory Board accepted financial statement and dividend payment of €2.293 million
The 2017 financial statement will be presented for approval to the general meeting of shareholders on 10 April 2018. The Supervisory Board proposes that the Executive Board be given discharge for its management and that the Supervisory Board be given discharge for its supervision.
request to determine financial statement, request discharge
The Supervisory Board compliments the employees and Executive Board of RAI Amsterdam on their performance. In commercial terms, we have successfully increased the turnover from both existing and new customers. The organisation has furthermore prepared itself, in terms of both culture and structure, for a new phase of development in which innovation will become even more important. We would like to thank everyone for their contribution in 2017 and wish the Executive Board and all RAI employees in 2018 every success in implementing the company plans. We look forward to the future with considerable confidence.
Amsterdam, 22 March 2018
Supervisory Board of RAI Holding BV
Roelf de Boer, chair
John van der Steen, vice chair
Annemarie van Gaal
Mariëlle de Macker