Corporate governance

Corporate governance is about the sound management of a company and the supervision of that management. It is also about accountability to stakeholders for the policies pursued. These stakeholders include shareholders, employees, buyers, clients, principals, subcontractors, end users and society as a whole. Factors that play a role in this accountability for policy include the strategy and the achievement of the company’s business objectives, the corporate culture and how the company meets its reporting and transparency obligations.

Open corporate culture

At the end of 2023, Heijmans launched its recalibrated strategy, ‘Together towards 2030’. The realisation of this strategy will require unconditional commitment to Heijmans' DNA, which consists of our core values and an open corporate culture. Good corporate governance and a code of conduct are hugely important on this front. We will therefore continue to focus on promoting the core values that are important for the realisation of the strategy. These core values are ownership, result focus and teamwork.

Heijmans strives to maintain the highest possible standards, which means that we respect and comply with legislation, and observe and initiate guidelines that apply either to the company specifically or to the industry in general. Additionally, this means that we also strive to achieve the highest possible levels of integrity and transparency in our actions and any decision-making that affects our stakeholders. We also want to maintain a continuous dialogue with stakeholders and to distribute information simultaneously and accessibly.

For more detailed information on how governance and supervision are organised at Heijmans, see the Corporate Governance Statement (as meant in Sections 2(a) in conjunction with sections 3 through 3(b) of the Decree on the Content of the Management Report (Besluit inhoud bestuursverslag) and including the information required under the Decree implementing Article 10 of the Dutch Takeover Directive). This statement is available (in Dutch) on the Heijmans website in the ‘Corporate Governance: Codes, articles of association and regulations’ section.

Organisation of our corporate governance

The basic premises for Heijmans’ corporate governance structure are: good business conduct, integrity, reliability, client focus, openness and transparent management practices, including the effective supervision of same. In other words, we attach a great deal of importance to achieving an equitable balance between the interests of our various stakeholders. Heijmans endorses the principles of the Dutch Corporate Governance Code to the effect that the Company is a long-term alliance of the various stakeholders involved in the Company.

Shares and depositary receipts

Depositary receipts for Heijmans shares are issued through the Heijmans Share Administration Trust (Stichting Administratiekantoor Heijmans), hereafter referred to as the SA Trust. A decision to issue depositary receipts for shares is taken by the company, not by the SA Trust. The purpose of the issuance of depositary receipts is to prevent arbitrary decision-making at a shareholders’ meeting due to a low-percentage attendance of depositary receipt holders, i.e. a low percentage of capital represented.

In the Company’s view, it is neither desirable nor in the Company’s interest that in the event of low attendance just a few depositary receipt holders can determine the outcome of a vote.
It is important that each depositary receipt holder wishing to exercise their voting rights at a general meeting always receives an unrestricted proxy from the SA Trust for this purpose. Each depositary receipt holder is therefore able to vote at a general meeting themselves or through their proxy. It is also always possible to give voting instructions to a civil-law notary. This means there are no obstacles preventing depositary receipt holders from casting their votes.

If a depositary receipt holder does not make use of the options provided for this purpose, a representative of the SA Trust, in fact a member of the SA Trust Board, casts the votes attached to the depositary receipts of the depositary receipt holder in question. This means no votes are lost. The SA Trust also offers holders of depositary receipts the opportunity to make their views on agenda items for a general meeting known in writing to the SA Trust Board in advance. The management can then take these views into account when preparing the general meeting.

The purpose of the SA Trust is described in article 2 of its articles of association (to be found (in Dutch) in the Stichting Administratiekantoor section of Heijmans’ corporate website (heijmans.nl)). Important in this respect is: “In exercising the rights attached to the shares, the SA Trust is guided primarily by the interests of the holders of depositary receipts issued for the shares by the SA Trust, taking into account the interests of the company, its affiliated enterprise and all stakeholders.”

The SA Trust therefore has no self-interest but considers the interests of all stakeholders, primarily those of the depositary receipt holders.

During the annual depositary receipt holders’ meeting in November, the board of the SA Trust explains its activities in the current year. Every depositary receipt holder can register for this meeting. The minutes of that meeting are published (in Dutch) in the Stichting Administratiekantoor section of Heijmans’ corporate website (heijmans.nl).

In accordance with best practices 4.5.6 and 4.5.7 of the Dutch Corporate Governance Code, the SA Trust publishes a report of its activities each year.

Works Council

The Works Council represents employees at Heijmans. Heijmans has a single Works Council at the level of Heijmans Nederland B.V. At year-end 2024, this council consisted of 22 members: seven women and fifteen men. The Council also has a number of committees – with both Works Council and non-Works Council members – each with its own focus area, such as finance, strategy, social policy and communications, comprising both members and non-members of the Works Council. In 2024, the Works Council held five Works Council meetings, and six consultative meetings. The latter are meetings attended by the chairman of the Executive Board. A member of the Supervisory Board attended two of the consultative meetings. In the course of 2024, the Works Council dealt with eight requests for approval and five requests for advice.

The Dutch Corporate Governance Code: compliance and deviations

The Dutch Corporate Governance Code, updated in 2022, was published in the Government Gazette on 30 August 2023. This Code has been embedded in Dutch law as of 1 January 2024 pursuant to Article 2:391(5) of the Dutch Civil Code in conjunction with Article 2 of the Decree on the Content of the Management Report.

Heijmans endorses the underlying principles of the Corporate Governance Code and we have implemented them in our corporate governance structure. The regulations of the Executive Board, the Supervisory Board and the Supervisory Board committees are in line with these principles.

For the reporting year 2024, Heijmans is required to report regarding best practice 2.2.2.

This provision deals with the number of terms of appointment for supervisory directors. A supervisory director is appointed for a period of four years and may thereafter be reappointed once for a period of four years. Thereafter, the supervisory director may be reappointed again for a term of two years, which may then be extended for a maximum of two years. Reappointment after a period of eight years must be justified in the Supervisory Board’s report. At the General Meeting on 3 April 2023, Sjoerd Vollebregt, after two four-year terms, was nominated for reappointment for a period of two years.

At the nomination for reappointment, the Supervisory Board indicated that it is of the opinion that, given his knowledge and experience over the past eight years, Mr Vollebregt has proven himself highly capable of fulfilling the role of supervisory director (and Chairman) at Heijmans. His proposed reappointment for two years was for reasons of continuity. A number of supervisory directors had been appointed relatively recently at the time of the General Meeting on 3 April 2023. Reappointing Sjoerd Vollebregt gave the Supervisory Board the opportunity to conduct a timely and careful search for a candidate to fill the vacancy that will arise when Sjoerd Vollebregt steps down in 2025. In addition, the Supervisory Board was of the opinion that reappointment of Sjoerd Vollebregt contributed to the diverse and complementary composition of the Supervisory Board, in accordance with the Heijmans Supervisory Board profile.

Corporate Governance Statement

The Corporate Governance Statement as referred to in section 2(a) in conjunction with sections 3 through 3(b) of the Decree on the Content of the Management Report (Besluit inhoud bestuursverslag) and including the information required under the Decree implementing Article 10 of the Dutch Takeover Directive (Overname richtlijn) is available (in Dutch) on the Heijmans corporate website in the section ‘Corporate Governance: Codes, articles of association and regulations’. This statement should be considered inserted and repeated here.

Special aspects

Dividend policy

The holders of ordinary shares or depositary receipts for ordinary shares are entitled to the pay-out of a dividend. Heijmans N.V.’s dividend policy includes a pay-out ratio, barring exceptional circumstances, of approximately 40% of the profit from ordinary business operations after tax. The remaining 60% is added to the reserves in accordance with Article 31 (5) of Heijmans N.V.’s Articles of Association.

As announced at the Capital Markets Day on 22 May 2024, Heijmans intends to change its dividend policy with the aim of achieving a pay-out ratio of 50% and paying dividends exclusively in cash. This change will be explained to the General Meeting of Shareholders on 16 April 2025. The dividend proposal for the 2024 financial year will be based on the amended dividend policy.

Heijmans Preference Share Trust

The Heijmans Preference Share Trust has been given a call option, which gives the Trust the right to obtain preference shares in the capital of Heijmans N.V. The purpose of the Trust is to protect the interests of the company and all its stakeholders. The Trust also aims to limit any impact that may impede the independence and/ or continuity and/or identity and/or strategy of the Company. The purpose of issuing protective preference shares is to provide the company with the opportunity and the time to diligently protect the above-mentioned interests in the event that the company finds itself in an undesirable situation.

Protective measures (special voting rights; limitation of voting rights)

  • There are no special voting rights attached to the shares into which the authorised capital of the Company is divided.

  • The Company has no employee participation plan or employee share option plan.

  • There are no restrictions on voting rights attached to (depositary receipts for) ordinary shares.

  • The Company's articles of association contain the usual provisions for being considered eligible to vote and attend meetings in a shareholders' meeting.

  • In accordance with Article 6 of the Company's Articles of Association, the General Meeting of Shareholders can designate the Executive Board as the body authorised to issue shares. The Supervisory Board must give its approval. The General Meeting of Shareholders determines the scope and duration of this authorisation.

Agreements with shareholders that could give rise to restrictions on the transfer of (depositary receipts for) shares or the voting rights.

In 2023, Heijmans acquired Van Wanrooij Bouw & Ontwikkeling. As part of the purchase price, The Company issued 2,300,000 (depositary receipts for) ordinary Heijmans shares and placed these with the seller. The seller is not permitted to sell, pledge or otherwise dispose of the (depositary receipts for) ordinary shares or the economic interest in the (depositary receipts for) ordinary shares before three years have passed since the transfer date, i.e. 5 September 2023.

Limitations on the transfer of shares

Apart from the restriction in the articles of association on the transfer and delivery of financing B preference shares and preference shares, there is no limitation in the articles of association or contractually on the transfer of shares or depositary receipts issued with the cooperation of the Company. Article 11 of the Company's articles of association states that the Executive Board must approve the transfer of financing B preference shares and preference shares.

Powers of the shareholders meeting and the rights of shareholders

According to principle 4.1 of the Code, good corporate governance assumes full participation by shareholders in the decision-making at the general meeting. The Supervisory Board and the Executive Board also consider this important. The notice of convocation, agenda and documentation to be dealt with at a shareholder meeting are all published on the company’s website at least 42 days in advance of the meeting. As far as possible, shareholders will be given the opportunity to vote remotely. Holders of (depositary receipts for) shares who are unable to attend a shareholders’ meeting can issue a proxy and voting instructions to a third party designated by the Company, which third party will vote in accordance with their voting instructions.

According to the Heijmans Articles of Association, any resolutions by the Executive Board that involve a significant change to the identity or character of the Company or its business are subject to approval by a shareholders’ meeting. The shareholders meeting also has a number of other significant powers, including the adoption of the financial statements, the appropriation of the result, the discharge of the members of the Executive Board and the Supervisory Board, the adoption of the remuneration policy for the Executive Board and the remuneration of the members of the Supervisory Board, resolutions to amend the Articles of Association or to dissolve the Company, the appointment of the external auditor and the designation of the Executive Board as the body authorised to acquire (buy back) and issue shares.

Amendment of the Articles of Association

A resolution to amend the Articles of Association can only be passed by a majority of at least two-thirds of the votes cast at a General Meeting of Shareholders at which at least half the issued capital is represented, unless the motion for such a resolution comes from the Executive Board, acting with the approval of the Supervisory Board. If a motion for a resolution stems from the Executive Board acting with the approval of the Supervisory Board, the resolution can then be passed by a simple majority of the votes, regardless of the capital represented.

Authorisation of the Executive Board with respect to the issuance of shares and the acquisition of shares (buy-back)

The Executive Board was designated by the General Meeting of Shareholders on 30 April 2024, in accordance with the Articles of Association, such subject to the approval of the Supervisory Board, for a period of eighteen months from 30 April 2024, to decide:

  • 1) To issue ordinary shares and/or grant rights to acquire ordinary shares; and 2) to limit or exclude the pre-emptive right to ordinary shares of existing shareholders, for a term of 18 months commencing on 30 April 2024. The mandate to issue ordinary shares is limited to 10% of the issued share capital on 30 April 2024; and

  • 2) to issue ordinary shares in connection with a rights issue, with the understanding that this mandate of the Executive Board is limited to a nominal value equal to 20% of the issued capital at the moment of issue; and 2) in connection with this, to limit or exclude the statutory pre-emptive right of existing shareholders, insofar as the Executive Board believes such a measure to be necessary or practical in the context of a rights issue, but where existing shareholders that are eligible for this will gain contractual pre-emptive rights for new shares in relation to their shares held, in accordance with existing rights issue practice, for a term of 18 months from 30 April 2024.

Furthermore, the General Meeting of Shareholders of 30 April 2024 gave the Executive Board the authority - for a period of 18 months commencing on 30 April 2024 and subject to the approval of the Supervisory Board – to decide that the Company will acquire ordinary shares in its own capital, by purchasing same in the market or by other means.

This authorisation is limited to 10% of the issued share capital as per 30 April 2024. The company may only purchase the treasury shares at a price between their face value and 110% of the average closing prices over the last five trading days prior to the date the ordinary shares are purchased. The term shares is understood to include depositary receipts for shares.

Substantial shareholdings in Heijmans

Holders of shares and depositary receipts for shares that, as far as the Company is aware, held an interest of more than 3% in Heijmans as at 31 December 2024, according to the Register of Substantial Shareholdings of the Dutch Financial Markets Authority (AFM), are listed in Chapter 17 ‘The Heijmans Share’ of this annual report.

Otherwise, the Company is not aware of any agreements other than those mentioned above involving a shareholder that could lead to:

  • a restriction on the transfer of shares;

  • a restriction on the issuance of (depositary receipts for) ordinary shares, in which the Company participates;

  • a restriction on voting rights.

Impact of public bid on significant agreements

The agreement with the banking consortium includes a change-of-control clause with respect to the facility of € 177.5 million (at year-end 2024). This clause states that the consortium must be informed of any change of control, and must then be given the option to demand early repayment. Change-of-control clauses may also appear in joint venture agreements to which subsidiaries are party.

Payment to members of the Executive Board upon termination of their employment following a public bid

The agreements with the members of the Executive Board provide for a payment upon termination of the employment contract and/or management agreement following a public bid as meant in section 5:70 of the Dutch Financial Supervision Act.