(Business) Conduct and Integrity

Acting with integrity is a fundamental condition for Heijmans to be successful. Heijmans has standards and values governing how we act with integrity and take responsibility, towards each other but also towards third parties such as clients, subcontractors and suppliers. We therefore look at conduct and integrity from a broad perspective and set standards in the areas of (social) safety, behaviour towards colleagues and third parties, and handling confidential and price-sensitive information. Of course, we work in accordance with applicable legal and regulatory requirements, paying particular attention to competition rules and risks of fraud, bribery, corruption and conflicts of interest. This is how we maintain the foundation of ethical (business) conduct.

Impacts, risks and opportunities

We have defined impacts on business conduct on the basis of the double materiality analysis:

Bribery and corruption have emerged through: cooperation with public policymakers via industry associations such as Bouwend Nederland and NEPROM, personal meetings, written contact, participation in public hearings or conferences aimed at supporting greater efforts for a healthier and more sustainable society and environment. Heijmans views bribery and corruption in a broader context than the ESRS indicates, and considers business conduct as a broader theme, with the risks related to bribery and corruption as a subtheme.

Heijmans recognises that the setting of the aforementioned (lobbying) activities could give rise to potential risks related to corruption and bribery, which would have a negative impact on society. However, incidents related to corruption and bribery can also occur in other activities. This includes, among other things, the awarding of contracts to suppliers and subcontractors. We will include this broader scope in the reassessment of the double materiality analysis.

Culture and structure

Heijmans attaches great importance to integrity. Openness is a basic condition for this. We encourage an open work ethic by having the Executive Board and our management set a good example. We also discuss integrity issues in the Executive Board meetings and the Group Council meetings. In addition, there are review meetings with the management of the business units. This is how we try to safeguard our open culture to the best of our ability. We have also set up a structure in which employees can report conduct and integrity issues. If necessary, we will investigate and take action.

Business conduct and the role of the Executive Board and the Supervisory Board

In terms of good governance, both the Executive Board and the Supervisory Board play an important role in the company's business conduct and culture. The Executive Board is responsible for propagating the values and standards that Heijmans applies and for ensuring compliance with them. These values and standards are laid down in the ‘This is how we work’ code of conduct. In accordance with the Dutch Corporate Governance Code, the Executive Board informs the Supervisory Board of its findings and observations regarding the operation of the code of conduct and compliance with it.

‘Tone at the top’ is important and we promote this. In the information that the Executive Board presents to staff, for example regarding the annual or semi-annual figures, regular reference is made to the possibility of reporting (suspected) misconduct and inappropriate behaviour to the compliance officer or confidential counsellors. It is also stated that reports will be investigated seriously and that, where necessary, measures will be taken in the event of any violations of the ‘This is how we work’ code of conduct or legal and regulatory requirements. This increases awareness of the need to act with business integrity and encourages conduct that is in line with Heijmans' standards and values.

Members of the Executive Board and Supervisory Board have the expertise to recognise and assess undesirable business conduct in order to fulfil their role in terms of business conduct. This expertise is not only part of the search profile for a member of the Executive Board or Supervisory Board, but is also gained through participation in training programmes, most recently the Zakelijk Zuiver business integrity programme. In addition, members of the Executive Board and Supervisory Board familiarise themselves with topics such as fraud and risks related to corruption and bribery by discussing these with the auditor, the Chief Risk Officer and the internal audit department, among others. The discussion between the Executive Board and Supervisory Board about the integrity reports is also useful to gain an understanding of the culture within the company and to determine whether additional measures are needed to improve certain aspects of that culture. Both the Executive Board and the Supervisory Board can consult external experts to gain specific expertise.

Integrity committee

The Integrity Committee advises the Heijmans Executive Board on integrity issues and met twice in 2024. The committee discusses issues, dilemmas and themes related to integrity and all related topics. Based on these discussions, the committee makes recommendations about the policy to be pursued. The Executive Board determines the policy and decides what actions will be taken. The CEO is the chair of the committee. Other core members include the Compliance Officer, the Chief Procurement Officer, the Chief Human Resources Officer, the chair of the Works Council and the Property development integrity officer. Topics of discussion include the details of training courses in the field of integrity and conduct, the effectiveness of the code of conduct, improving the reporting structure and how to make sure integrity can be kept top of mind for employees.

Reporting structure: compliance officer and confidential counsellors

Working safely is the top priority at Heijmans. This also includes a safe environment for reporting, a (working) environment in which all employees feel free to report matters that contravene the Code of Conduct and/or our core values, without having to worry about their job security. This means that they feel safe to approach a supervisor or confidential counsellor without fearing for their job. Heijmans facilitates this safe environment through a robust reporting procedure, which also offers the option to report anonymously, as well as by taking all reports seriously. Heijmans also actively demonstrates the consequences of unacceptable behaviour, for example by discussing the issue on our internal communications platform Viva Engage, in management team and work meetings and in video messages from the Executive Board.

Heijmans has appointed a compliance officer as a central point of contact and reporting centre for (suspected) misconduct and integrity issues. Reports can be made anonymously, and the compliance officer determines what actions are necessary and which procedures apply. The compliance officer also discusses any reports made on an anonymous basis during meetings of the Executive Board. In many cases, issues are resolved in the workplace, for example through a conversation between the employee and their manager.

In addition, we have appointed eight confidential counsellors whom employees can turn to if they are confronted with inappropriate behaviour, such as discrimination, sexual harassment, bullying, aggression, violence or other inappropriate behaviour. The group of confidential counsellor is diverse and consists of men and women who differ in terms of their position, background, place and physical location in the organisation. Employees can turn to the confidential counsellor of their choice.

Both the compliance officer and confidential counsellors undergo annual training to keep their knowledge and skills related to handling reports up to date. Employees are trained in all aspects of integrity and conduct in the Zakelijk Zuiver business integrity programme, including the options for reporting. These options are also regularly brought to the attention of employees through Viva Engage and other channels.

If employees are unable or unwilling to approach the compliance officer or confidential counsellors, they can report misconduct anonymously. They can do this by telephone or via a secure website without the intervention of a human operator (SpeakUp). 

Reporting procedures

Heijmans has procedures in place for reporting inappropriate behaviour and (suspected) misconduct. These are summarised in the Reporting Procedures for Inappropriate Behaviour and Misconduct, the current version of which was adopted in January 2022.

In these procedures, we distinguish between reports of inappropriate behaviour that someone experiences and reports of misconduct or suspicions to that effect. All reports, including suspicions of misconduct or incidents, are investigated in a manner appropriate to the nature and seriousness of the report. Investigations may include interviews, data analysis, internal audits and investigations by an external party.

The procedure regarding inappropriate behaviour and unacceptable behaviour is open to employees, former employees and other workers who work for Heijmans, such as freelancers, interns and temporary workers.

The procedure for reporting integrity violations and (suspected) misconduct is open to employees, former employees, persons who work for Heijmans on another basis, such as graduates, self-employed persons and temporary workers, as well as anyone who does or has done business with Heijmans in any way, such as clients, suppliers, subcontractors and other service providers. When speaking of (suspected or threatened) misconducts, we refer to matters that could jeopardise Heijmans' reputation, integrity and business operations. It comes to situations that transcend the level of one case or a few individual cases.

Examples of integrity violations and misconduct include corruption and bribery, fraud, violation of competition laws, unauthorised ancillary positions, contacts with unreliable associates or the leaking of confidential company information. This also includes violations of national and European legal and regulatory requirements. A breach of integrity is a situation in which Heijmans' standards and values are violated, i.e. in which employees fail to adhere to the Heijmans Code of Conduct. This also includes (suspected) violations of other internal Heijmans procedures. These may be (potential) violations that also jeopardise Heijmans' reputation and integrity, but they may also involve unacceptable behaviour towards colleagues or others. Such irregularities involve errors in execution, processes or procedures within Heijmans that are so serious that they exceed the responsibility of the immediate supervisor. Reports about the aforementioned cases are handled by the compliance officer.

When confidential counsellors and compliance officers are appointed, they each are given written confirmation that they cannot suffer any adverse consequences under labour law as a result of their activities in the aforementioned roles.

The employee who makes a report or lodges a complaint may not suffer any negative consequences either. This means that they cannot be dismissed, involuntarily transferred or refused a promotion for making a report. Nor may they be bullied, ignored or intimidated in their work environment.

This so-called non-discrimination clause, which is included in the reporting procedures, also applies to other employees who play a role in the report, for example by making a statement. The accused also has the right to protection. After all, a person is innocent until proven guilty. Managers and HR play an important role on this front. Together, we ensure that Heijmans offers a safe environment in which everyone feels able to speak up.

Investigations by the compliance officer are carried out in accordance with the reporting procedure. The basic principle is to conduct a quick, but above all thorough investigation in a discreet manner. The compliance officer has an independent role and sets out the lines of investigation and can call in external expertise if this is deemed necessary. Internal Audit can also be involved in an investigation.

No members of the management who are involved in the matter under investigation will be involved in the investigation.

The compliance officer reports on any reports, their nature, the investigations carried out and any outcomes to the General Counsel, who in turn reports to the Executive Board. The Executive Board is responsible for discussing relevant reports with the Supervisory Board. An anonymised overview of reports, their nature, the investigations conducted and their outcomes is included in the CRO (Risk) report that is compiled on a quarterly basis.

Zakelijk Zuiver business integrity programme

Heijmans attaches great importance to the integrity of its employees, which is a prerequisite for any successful company. This is why we set up the Zakelijk Zuiver business integrity programme, which consists of e-learning courses and physical dialogue sessions in which colleagues discuss dilemmas with each other. These dialogue sessions were completed at the end of 2023 and almost all employees participated. Direct employees follow a Zakelijk Zuiver module during the collective labour agreement training days. This e-learning training course is a fixed part of the onboarding programme for new employees. To keep the theme of conduct and integrity top of mind for employees, the Executive Board addresses this topic in video messages, we organise workshops and toolboxes and the Viva Engage section of our intranet devotes attention to this topic on a continuous basis.

Heijmans does not currently have a specific policy regarding training for specific target groups, learning resources and training frequency. This is the subject of consultations between the Executive Board and HR.

The components of the Zakelijk Zuiver business integrity programme are mandatory for all employees. This means that employees in high-risk positions are also offered the programme, which means that 94.06% of these high-risk positions are covered. The members of the Executive Board have also participated in the programme. The chairman of the Executive Board and members of senior management have organised dialogue sessions as part of the Zakelijk Zuiver programme and are therefore in an even better position to have meaningful discussions about dilemmas in the area of business conduct and to promote a consistent line in the conduct Heijmans expects.

Positions that are more exposed to the risks of bribery and corruption than others include procurement staff who have a lot of contact with suppliers and managers who have the authority to award contracts and/or who have access to sensitive company information. In 2024, we used authorisation matrices to determine which positions can be labelled as high-risk. We have not, so far, offered separate programmes to employees in high-risk positions, apart from the Zakelijk Zuiver programme.

The Zakelijk Zuiver e-learning course uses dilemmas to focus on various aspects of business conduct, such as handling confidential information and the use of company resources and inappropriate conduct. The latter could include (sexual) intimidation, bullying, discrimination and violence. We also focus on acting honestly and ethically, as we want to prevent (the appearance of) conflicts of interest and also avoid exposing employees to risks such as corruption and bribery as much as possible. We do not currently have any separate training courses on anti-corruption and bribery. All new employees, including those in high-risk positions, were invited to take part in the onboarding programme in 2024, which includes the Zakelijk Zuiver e-learning course. Of the employees in high-risk positions, 94.06% took part in the onboarding programme in 2024. Naturally, we would like to stress that we abide by the law and that we do not tolerate the likes of fraud and anti-competitive behaviour.

The standards that Heijmans applies in the area of business conduct are included in the ‘This is how we work’ code of conduct, which applies to every employee and is addressed in the onboarding programme. Employees of suppliers and subcontractors are also bound by these standards or their own code of conduct through Heijmans' standard terms and conditions.

Members of the Supervisory Board have completed the Zakelijk Zuiver e-learning course and have been informed about how the programme works by the Executive Board.

Heijmans Code of Conduct

The Heijmans Code of Conduct is mandatory and applies to everyone who has dealings with Heijmans: the Executive Board, our (temporary) colleagues, but also our partners, subcontractors and suppliers.

Dilemmas and conduct

Heijmans is convinced that conduct has a major impact on the quality and the results of the company. For example, consider the impact of conduct in the area of safety; in the construction industry, this can make all the difference.

Heijmans is still confronted with integrity and conduct issues. Not everyone has the same opinion about what is and is not permissible. A large proportion of the reported issues are related to the following dilemmas:

To speak out or not speak out

By calling each other to account for inappropriate behaviour – in accordance with the standards we are striving for – we encourage more openness and ultimately the behaviour we expect. Calling each other to account is a form of ownership and of feeling responsible. For example, you can call each other to account about (not) wearing personal protective equipment, separating waste on building sites or knowingly submitting incorrect expense claims, using company resources for private use and inappropriate behaviour towards each other or third parties. To make it easier for employees to call each other to account, we organise dilemma meetings, we have toolbox meetings and the subject of integrity and conduct is regularly discussed in work meetings. In these meetings, certain issues or certain kinds of behaviour are discussed in complete openness.

Acceptable versus unacceptable behaviour

The line between acceptable and unacceptable behaviour is sometimes difficult to define, but this is crucial for the culture in the workplace. Heijmans considers a safe working environment – in which everyone is treated with respect – a prerequisite. Unacceptable behaviour will not be tolerated. Where necessary, we will take appropriate measures.

Self-determined rules versus applicable rules

Not everyone abides by the rules of our Code of Conduct. This may apply to expense claims, allowances or the use of company resources. It can be difficult for (new) employees to point out the actual rules to their colleagues. That is why the theme of conduct and integrity is addressed in work meetings, toolbox meetings, management meetings, progress meetings and in the Zakelijk Zuiver business integrity programme. Along with the importance Heijmans attaches to a safe working environment in which everyone dares to speak up.

Additional and separate regulations

In some policy documents, the values from the Code of Conduct are laid down in additional and separate regulations:

• Internal reporting procedures for inappropriate behaviour and misconduct
  Internal procedures for reporting inappropriate behaviour and misconduct apply in situations where it is difficult to find a solution within the daily work situation. These procedures outline the steps for reporting inappropriate behaviour and (suspected) misconduct. They also describe how a report is investigated and what role management plays in this.
  

• Royal Heijmans N.V. Insider Trading Regulations
  These regulations contain provisions that apply to officers as specified by law and to other Heijmans employees. The regulations were amended after the introduction of the European Market Abuse Regulation in mid-2016.
  

• Private Investment Regulations
  We have private investment regulations for the Executive Board and the Supervisory Board. The chairman of the Executive Board is the compliance officer for transactions in (depositary receipts for) shares and options for the member(s) of the Executive Board. The chairman of the Supervisory Board acts as compliance officer for the chairman of the Executive Board.
  

Integrity and conduct

The demands we place on our employees in the area of integrity and conduct are laid down in a number of regulations and guidelines:

Dossier statement: this statement involves the responsible manager explicitly declaring that there was no anti-competitive behaviour in the creation of a tender. The statement is part of the so-called final page, the calculation of the tender price that is signed off on by the Executive Board and management.

Positions sensitive to integrity issues: Heijmans applies the ‘procedure for positions sensitive to integrity issues’. These positions include members of the Executive Board, members of the Group Council, members of senior management and a number of specifically appointed officers. Screening is required for these positions. Employees in these positions – or applicants – must submit a Certificate of Good Conduct and a Certificate of Good Behaviour.

Reviews: the Executive Board discusses integrity issues and shares them anonymously in the management teams. In consultation with the Integrity Committee, the Executive Board ensures that reports and issues are translated into appropriate policy.

Heijmans Code of Conduct: the ‘This is how we work’ code is about respectful interaction with each other, safety, integrity, honesty and abiding by the rules. The Code of Conduct applies to everyone who works at or for Heijmans. A sanctions policy is linked to the Code of Conduct. We expect managers to set an example. The Code of Conduct is an integral part of the employment contract for both permanent and temporary staff and also applies to any self-employed workers with whom Heijmans works.

Integrity is a fixed topic in job interviews and introduction programmes.

In 2009, Heijmans Property development set up a Transaction Register in accordance with the NEPROM Code of Conduct to promote integrity in project development. This is an addition to the quality management system and the Heijmans Code of Conduct. The Transaction Register is used to examine, record and document the relevant details of each business-to-business property transaction in advance. This enables us to check these transactions for correctness, integrity and legality. This is also laid down in the Heijmans Procurement Policy.

Procurement policy: we ask new suppliers to sign a ‘Sustainability Statement’. This statement includes rules for minimum requirements and improvements in social aspects, working conditions and safety, health and the environment.

Prevention and detection of corruption and bribery

The trust that clients, partners, shareholders and employees have in our company is crucial to our licence to operate. That trust can be damaged by corruption or bribery. This is why we have made combating corruption part of our general compliance programme. Heijmans has an anti-corruption and bribery policy that applies to all employees and other workers. This policy takes into account the purpose and intent of the United Nations Convention against Corruption, which is binding on all member states. The messages about integrity and conduct that we publish internally on a regular basis also specifically address the anti-corruption and bribery policy, to ensure that all employees are aware of this policy. The Heijmans Code of Conduct applies to every employment contract of every employee and its content is also covered in our onboarding programme. This states that Heijmans expects employees to avoid actual or apparent conflicts of interest between personal and business interests. Employees may not accept gifts or invitations that could compromise their independence. Even offering them can compromise the independence of Heijmans or the recipient. Our company and our employees must adhere strictly to the legal rules and generally accepted standards that apply to business operations and that are expressed in our own guidelines, such as the Transaction Register that is used at Heijmans Property development. We also impose the Code of Conduct – or an equivalent code – on subcontractors and partners with whom we do business.

If an employee could be confronted with corruption and bribery due to the nature of their job, we devote extra attention to this aspect, for instance by offering these employees extra training. Our Zakelijk Zuiver business integrity e-learning course deals with these kinds of situations. You can read more about this in the section on the Zakelijk Zuiver programme. This applies to the Procurement department, among others. We have taken actions in this department to minimise the risk of bribery or corruption. For example, the department is organised centrally, which allows for more direct supervision. There is a division of duties, and we apply the four-eyes principle. Standard contracts are used and exchanged digitally. Preferred suppliers are also selected and evaluated centrally and very thoroughly based on a transparent assessment system. Suppliers that do not meet Heijmans' standards can no longer be preferred suppliers. This approach has proven very successful. The indicators associated with this theme are ‘Procurement spend with preferred suppliers’ and ‘Procurement spend with preferred suppliers with framework contracts with signed sustainability statements’.

The procedure for reporting integrity violations and (suspected) misconduct, including corruption and bribery, is open to all employees, former employees, persons who work for Heijmans on another basis, such as graduates, self-employed workers and temporary workers, as well as anyone who does or has done business with Heijmans in any way, such as clients, suppliers, subcontractors and other service providers. When speaking of suspected or threatened misconduct, we refer to matters that could jeopardises Heijmans' reputation, integrity and business operations. This involves situations that transcend the level of one case or a few individual cases. Suspicions or cases of bribery and corruption qualify as such.

Corruption and bribery, or suspicions thereof, are investigated by the compliance officer in accordance with the reporting procedure described in the ‘Reporting Procedures’ section. The compliance officer reports on this in the manner described in the ‘Reporting Procedures’ section.

In the 2024 financial year, we did not identify any cases of corruption or bribery. In the event of violations of procedures and standards for combating corruption and bribery, measures will be taken to minimise the risk of future violations. These measures may include tightening up the four-eyes principle, paying extra attention to internal authorisations, such as those based on the authorisation matrices, and providing information about the impact these kinds of violations could have on Heijmans.

Dealing with suppliers and subcontractors

Heijmans requires its suppliers and subcontractors to comply with the Heijmans Code of Conduct and to act in accordance with the principles and requirements included in the ‘Sustainability Statement’. If the suppliers‘ own code of conduct meets Heijmans’ standards, this is also permitted. The sustainability criteria are included in the requests for quotes sent to suppliers/subcontractors by the Procurement department or 12Build, a SaaS platform that connects main contractors and construction specialists to make the quotation process in the construction sector more efficient. In addition, it includes a reference to the applicable general procurement conditions and the mandatory SHE (Safety, Health and Environment) plan in the event of subcontracting. In addition, the supplier/subcontractor is asked to provide an ECI (Environmental Cost Indicator) calculation in the event of a request for a quote. This is requested as follows: Shadow costs: every product has shadow costs. To gain a better understanding of the impact of a product, it is our ambition to gain more insight into the ECI values. ECI stands for Environmental Cost Indicator and is derived from the LCA (Life Cycle Analysis), indicating shadow costs. We request that you add a shadow price indication per product (type) when submitting your quote.

In the case of preferred suppliers, we have regular account meetings in which we discuss topics such as sustainability, safety (including social safety) and innovation. Sustainability is also addressed in the Evaluator application, which measures supplier performance. When necessary, the outcome of the evaluation is discussed with the supplier.

If it appears, based on the quote and/or information supplied by the supplier/subcontractor, that this party cannot meet the sustainability requirements set by Heijmans, we may decide to exclude this party, unless there is a justifiable reason to purchase services from the party in question.

Payment terms

Heijmans uses payment terms that are legally valid, such as the SME payment term of thirty days, or terms that have been contractually agreed upon with parties. The latter payment terms can vary from fourteen to sixty days. The terms used are included in the table below. The third column shows the percentage of payments related to the various terms.

As can be seen from the table below, Heijmans pays later on average than Van Wanrooij. This is mainly because Heijmans uses a weekly payment process, which means that many payments fall a few days outside the set payment term. If the set payment term + seven days is taken as the basis, 91% of invoices are paid on time. Other reasons for delayed payments (payment term + seven days) are:

• Subcontractors or suppliers submit invoices for milestones or services that have not yet been fully delivered. These invoices are initially rejected by Heijmans, which means the original payment term cannot be met.

• If an invoice is incomplete and/or contains missing information, for example due to the requirements of the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, it will be returned. If the invoice is resubmitted later with the original invoice date, this will result in a later payment than the set payment term.

Furthermore, an internal payment term of 14 days is used for utility company invoices to ensure that we pay on time. However, the official payment term is 30 days, and almost all invoices are paid within this official payment term.

Although the aim is to pay invoices within the agreed terms, the above factors can lead to delays in processing.

The average term for the payment of an invoice, calculated from the date on which the legal or contractual payment term starts to run, is 38 days. This calculation is based on actual dates.

The company has a procedure in place to prevent late payments.

To ensure realistic and consistent payment processing, our organisation is expressly requested not to use payment terms of eight or fourteen days. Using such short terms can create expectations among suppliers that are not always feasible in practice, which can lead to dissatisfaction and disruptions in the collaboration.

Adhering to standard payment terms and following a realistic payment schedule avoids unnecessary pressure on the process and guarantees the reliability of payments. This contributes to stable and transparent financial processing.

Purchasing Support uses the SME criteria to determine whether or not the supplier is an SME. If two of the criteria below apply, the company is considered an SME:

• Revenue < €40 million

• Assets < €20 million

• Fewer than 250 employees

If the supplier meets the SME criteria, the payment term is set at thirty days and this is indicated as SME in the system. In other cases, the standard payment terms are fourteen to sixty days, depending on the type of supplier, as shown in the table.

Van Wanrooij currently still uses their own systems and policies. The above only applies to Heijmans. Van Wanrooij does of course apply the statutory payment terms for SMEs.

In the 2024 financial year, no legal proceedings were brought or completed against Heijmans for late payments.