To the general meeting
The Supervisory Board hereby presents the annual report of RAI Holding B.V.
The annual report was compiled by the Executive Board, and includes the financial statement for 2016. BDO Audit & Assurance BV (BDO) checked the financial statement and provided it with an audit statement, which is included in the ‘Other Information’ section of this annual report.
approved audit statement from accountant
The Supervisory Board oversees the policy of the Executive Board and the general affairs of the company and its affiliates. In addition, the Supervisory Board provides the Executive Board with advice, both at the latter’s request and on its own initiative. The Supervisory Board also has an employer role with regard to the Executive Board. In the performance of its duties, the Supervisory Board acts in the interests of the company and its affiliates and takes into account the interests of the company's stakeholders. The manner in which the Supervisory Board has acted in these roles during the reporting year is described below.
tasks of the Supervisory Board
The internal supervision of the Executive Board and the general affairs of the company is realised by monitoring the achievement of the 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 year-to-date report provides a rolling forecast of the annual results. It also includes other financial indicators, such as capacity utilisation and liquidity. The report to shareholders features non-financial goals as well as financial reports.
periodical reports: results of the year-to-date report and report to shareholders
In addition to the regular periodic supervision of the progress of the financial and operational targets, the following topics were considered during the reporting year.
In the autumn of 2016, RAI Amsterdam acquired a 50% share in IBEX LLC, the company that owns the American exhibition title IBEX (International Boatbuilders Exhibition and Conference). The acquisition was discussed in the Supervisory Board on various occasions, and the Supervisory Board was kept informed of the progress of the acquisition process.
Supervisory Board kept informed of progress
Partly due to this acquisition, the Supervisory Board discussed the potential for expansion and further acquisition opportunities abroad. It also met with the Executive Board to discuss the management of non-Dutch participations.
expansion potential and management of foreign activities discussed
Although AutoRAI 2015 was successful, there was an insufficient basis for continuity in the future. The reporting year also saw the cancellation of BedrijfsautoRAI 2017. The Supervisory Board met with the Board to discuss the consequences of these developments for RAI Amsterdam.
cancellation of AutoRAI & BedrijfsautoRAI 2017
In 2013, RAI Amsterdam entered into a new five-year pension administration agreement for an average pay scheme with Delta Lloyd. The Supervisory Board was kept informed of the progress of the Executive Board related to the pension provision after 2018 in meetings at which various specialists were consulted.
pension provision for RAI employees
The Supervisory Board monitored the progress of the realisation of the multifunctional parking garage, which officially opened on 6 October 2016. The parking facilities had already been taken into use during the IBC exhibition in September. The Supervisory Board is satisfied with the process that led to the realisation of the garage on time and within budget.
realised within budget and deadline
RAI Amsterdam has systems for risk analysis and control, and periodically informs the Supervisory Board via the Audit Committee of risk-related developments. The risk aspects of the relevant topic 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. Some of the specific risks discussed are detailed in the ‘Audit Committee’ section of this report. The Executive Board has clarified this risk analysis in the Governance and Risk Management section.
Supervisory Board agrees with (possible) risks and associated consequences as estimated by the Board
The Supervisory Board decided to cancel the position of Internal Auditor as of 1 January 2017 because it has become obsolete due to the scope of RAI Amsterdam.
The Executive Board members made no (new) notifications to the Supervisory Board chair in 2016 regarding (potential) conflicting interests that would affect the company and/or the relevant Board member.
In 2016, the RAI met with Amsterdam public transport company GVB to discuss the purchasing of transport. As RAI Amsterdam CEO Hans Bakker was also active as chair of the Supervisory Board of GVB Holding NV, he did not participate in these meetings, which were led by Maurits van der Sluis on behalf of the RAI. For the same reason Mr Bakker was not involved in any discussions on this topic.
As the new CEO of RAI Amsterdam, Mr Riemens expressed his willingness to succeed his predecessor Mr Bakker as the chairman of Jumping Amsterdam. The Supervisory Board accepted this proposal in September 2016.
specified in accordance with the regulations
The advisory/sounding board role of the Supervisory Board
In its advisory role, the Supervisory Board acts as a sparring partner for the Executive Board. The following topics were among those discussed within the Supervisory Board, which then gave advice and comments.
In 2016, the Municipality of Amsterdam, which owns 25% of the shares in RAI Holding B.V., decided to sell its municipal interest, under the condition that the continuity of RAI Amsterdam and the cooperation between the City of Amsterdam and RAI are safeguarded. The Supervisory Board informed the Municipality that having only one shareholder was less desirable for all parties involved, and that the Municipality should be aware of the consequences and possible risks of the sale for the city and the Amsterdam region.
informed of decision to sell shares by the Municipality of Amsterdam
Related to the sale, the Supervisory Board had various meetings with the Executive Board to discuss the valuation of RAI Holding B.V. and any developments in the process.
valuation and developments discussed
During the reporting year, Mrs Van Gaal and Mr Houterman participated in a brainstorm session on the virtual strategy. A follow-up took place prior to the first Supervisory Board meeting of 2017.
participation in virtual strategy brainstorm session
The Executive Board introduced the Supervisory Board to its 60-day plan via a presentation of observations made by Mr Riemens and Mr Van der Sluis during their first days as Board members of RAI Amsterdam. It involves a discussion piece that serves as a basis for the Executive Board’s plans for the company. The Supervisory Board complimented the Board members on their approach.
sixty-day plan discussed
Every two years an employee satisfaction survey is held among RAI Amsterdam employees. The results of the 2016 survey were discussed in the Supervisory Board meeting in December. The general satisfaction among RAI employees scored an 8.2 compared to 7.9 in 2014. Aspects such as activities, colleagues and managers also scored as high as or higher than in 2014. The Supervisory Board congratulates the Executive Board with the results and high response level.
excellent results, even better than 2014
The statutory board position of Hans Bakker ended on 1 May, and he retired on 1 August 2016.
The Supervisory Board would like to once again express its gratitude for everything Mr Bakker has meant for the RAI. During his fourteen years of operational management, he guided RAI Amsterdam through the recession and helped its further development at every turn. He left the company in a good condition.
managing director retires
The ‘Grensverleggend RAI’ event took place on 28 April. This celebratory get-together marked the departure of Hans Bakker, introduced the new Executive Board to partners and celebrated RAI Amsterdam’s international success. In the presence of 750 internal and external guests, Mr Bakker received a royal distinction from Amsterdam Mayor Eberhard van der Laan as recognition of his personal and business accomplishments in service of the community.
The departure of the managing director gave the Supervisory Board an opportunity to re-examine the executive structure of RAI Amsterdam. The Supervisory Board decided to appoint two statutory executives to lead RAI Amsterdam: a chief executive officer (CEO) and a chief operational officer (COO).
changes at the top with new CEO and COO
In Riemens, RAI Amsterdam has appointed a man with a proven track record of operating in an international high-pressure environment where stakeholder management is critical to success. In addition, the Supervisory Board sees Riemens as a passionate person who connects people and ideas.
Paul Riemens appointed as CEO
After an independent assessment, the position of COO of RAI Amsterdam was filled by the appointment of Maurits van der Sluis, effective on 7 April 2016. Van der Sluis has worked at RAI Amsterdam in various commercial roles since 1996, most recently as commercial director of RAI Amsterdam Convention Centre. He therefore has a proven track record and knows the company through and through.
With Paul Riemens and Maurits van der Sluis, the Supervisory Board feels it has appointed a statutory Executive Board capable of taking on all the challenges of the coming years.
Maurits van der Sluis appointed as COO
In 2016, the Supervisory Board discussed a new remuneration policy for the Executive Board, after considering recommendations by Deloitte and taking into account the concept compensation policy of the City of Amsterdam. The Supervisory Board forwarded the remuneration policy to the general meeting of shareholders on 7 April 2016. Once the City of Amsterdam agreed as a shareholder, the general meeting of shareholders voted in favour.
new remuneration policy
Mr Riemens held a presentation on the future of the RAI organisation in the Supervisory Board meeting in December, which considered the culture and structural changes requested by the Executive Board. The Supervisory Board shares this vision of the future.
discussions on culture and structural changes
RAI Amsterdam maintains a so-called 'four eyes’ principle, which means that it aims to always be represented by two people. The appointment of two statutory executives illustrates this principle. A set of rules for the Executive Board regarding cost statements and reception of gifts was also adopted in 2016.
application of the 'four eyes' principle
The Supervisory Board carried out a number of assessment interviews with members of the Executive Board and managers. There was also an assessment interview with the secretary at the end of 2016.
performance reviews with members of the Executive Board, managers and secretary
The general meeting was held on 7 April 2016 to discuss issues such as the annual report 2015, the setting of the dividend in 2015, the annual plan 2016 (including budget) and the report to shareholders. The City of Amsterdam explained the remuneration policy set by the Mayor and Municipal Executive for shareholdings. The entire Supervisory Board was present at the general meeting.
Shareholders are consulted during informal discussions as well as during the General Meeting. Each shareholder is regularly kept abreast of the developments within RAI Amsterdam by the Executive Board and two members of the Supervisory Board in the spring and autumn.
informal consultation with shareholders
Two meetings of the RAI Amsterdam works council are attended each year by a delegate from the Supervisory Board. On 18 April Mr De Boer and Ms Van Gaal visited the works council, while Mr Houterman and Mr van der Steen were present on 27 October. On 26 October the members of the Supervisory Board attended the start of construction of the new nhow Amsterdam RAI hotel.
consultation with works council
In 2016 the Supervisory Board started a search for a new member in which the works council had an enhanced right of recommendation. This led to a unique procedure in which the two members of the Supervisory Board’s selection committee worked closely with a works council delegation throughout the selection process. The profile was formulated and the shortlist selected entirely based on joint consultation. Interviews with the potential candidates were carried out by a delegation of the works council together with the selection committee of the Supervisory Board. The ultimate decision was also made jointly by the works council and the Supervisory Board. Both found this working method to have been highly constructive and agreeable.
works council closely involved in selection process for new Supervisory Board member
Activities of the Supervisory Board
Composition of the Supervisory Board
On 1 January 2016, the Supervisory Board had five members. At the end of 2016 there was one unfilled position due to the departure of Ms Rijxman. The Supervisory Board decided to hold off on filling the position pending the selling of shares by the Municipality of Amsterdam. In addition, another position became available on 31 December 2016 due to the departure of Mr Houterman.
The first term of office of Shulamith Rijxman as member of the Supervisory Board ended during the General Meeting on 7 April 2016. Ms Rijxman had let the Supervisory Board know that she did not wish to be considered for a second term as she has a large number of other functions in addition to her commissionership at RAI Amsterdam. The Supervisory Board understands and respects this decision, and is grateful her efforts on behalf of RAI Amsterdam.
termination of Ms Rijxman’s Supervisory Board membership
Mr Houterman stepped down as Supervisory Board member on 31 December 2016. He had been part of the Supervisory Board for 12 years, and the Supervisory Board thanks him for his inspiration, efforts and collegiality.
Mr Houterman leaves board
Outside of meetings, both shareholders agreed to appoint Ms Mariëlle de Macker as Supervisory Board member, 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
The personal details of members are indicated in the In Brief section, in the paragraph ‘Composition of Supervisory Board and Executive Board’.
On 22 September 2016, the Supervisory Board established revised regulations for the Supervisory Board of RAI Holding B.V., giving it the authority to increase or decrease the value of a conditional variable payment component awarded to an Executive Board member in a previous book year if it felt that this led to unfair results due to extraordinary circumstances. 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
There were no (new) reports by members to the chair of the Supervisory Board in 2016 about any conflicts of interest relevant to the company or individual members of the Supervisory Board. During discussions on the contractual agreements related to the Amsterdam RAI hotel, Mr Houterman left the meeting due to his commissionership at the Hampshire Hotel Group.
reported in accordance with regulations
All Supervisory Board members and Executive Board members have been declared exempt by the company. It was decided to put the exemption and associated policy on the agenda of the Audit Committee once a year.
In 2016 the Supervisory Board held four regular meetings in the presence of the statutory board, the financial director and the company secretary. In the meeting in which the financial statement was submitted for approval, the external accountant was present for that specific agenda item.
All Supervisory Board members were present during the board’s meetings. 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 regular meetings
Outside of the regular meetings, the Supervisory Board also met in closed sessions. Topics discussed during these meetings included the implementation of the new hierarchical structure, the appointment of new members and the possible sale of shares by the Municipality of Amsterdam.
meetings without Executive Board presence
The chair of the Supervisory Board and the CEO met regularly to discuss progress on various topics in the report year.
regular consultations with CEO
The Supervisory Board established an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from among its members.
composition of Supervisory Board committees in reporting year
In the reporting year, the Audit Committee consisted of Mr Van der Steen (chair) and Mr Houterman. After the resignation of Mr Houterman on 31 December 2016, the Audit Committee consisted of Mr van der Steen (chair) and Ms Van Gaal on 1 January 2017.
The Remuneration Committee consisted of Ms Van Gaal (chair) and Mr De Boer. As of 17 March 2017, the Remuneration Committee comprises Ms De Macker (chair) and Mr De Boer.
The Selection and Appointment Committee consisted of Mr De Boer (chair) and Ms Van Gaal. As of 17 March 2017 the members were Mr De Boer (chair) and Ms De Macker.
Selection and Appointment Committee
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 and communications technology (ICT) and the activities and recommendations of the accountant.
The Audit Committee held three meetings during the reporting year. The CEO is responsible for Finance, and therefore attends the Audit Committee as part of the new Executive Board structure. The COO also attended most meetings in 2016.
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.
report and advice shared in Supervisory Board meetings
The security policy is a recurring agenda item in the meetings of the Audit Committee. A special focus herein is on cybercrime, with the possible results of other calamities related to the security policy also being discussed periodically. In the reporting year, activities took place to test the alertness of employees with regard to IT security. The requirements for the company are increasingly strict, and, partly based on the test results, the Supervisory Board asked the Executive Board to create more awareness in this regard.
security policy fixed agenda item for Audit Committee
The Audit Committee was informed of the planning for the policy outline memorandum 2016-2021 presented by the Executive Board. In meetings with the Executive Board, the Executive Board proposed upholding the policy outline memorandum 2015-2020 in 2016.
policy outline memorandum unchanged
In the reporting year, the Audit Committee discussed issues such as the quarterly results, concepts of the accountant report, annual report and financial statements for 2015, security policy (fixed agenda item), dividend policy, liquidity, the 2017 annual plan (including budget and investments), risk analysis and the internal audit plan.
The Audit Committee determined the audit plan and decided that its regulations would remain the same as in the previous year. Specific items discussed involved the pension provision for RAI employees and the company party.
The chair of the Audit Committee and the financial director met regularly during the reporting year to discuss the progress of various matters.
regular consultation with the financial director
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 continuing the chosen remuneration policies within the company in order to achieve better alignment with the market, following market developments, and making agreements with the new Executive Board.
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 Board members and reporting to the Supervisory Board at least once a year, making suggestions for appointments, and supervising the policy of the Executive Board with regards to selection criteria and appointment procedures for senior management.
In the reporting year, the Selection and Appointment Committee examined the hierarchical structure of RAI Amsterdam, the profile of the Supervisory Board, the recruitment and selection of a new member of the Supervisory Board, and the recruitment and selection of the new statutory board.
on the agenda
At the end of 2016 the Supervisory Board performed a self-evaluation under the supervision of an external party. One of the issues highlighted involved the positive contribution of the constructive relationship between the Supervisory Board and Executive Board. In line with the proposed discussion points, the Supervisory Board decided, among other things, to acquire a new Supervisory Board member in close cooperation with the works council.
evaluation of Supervisory Board
The members of the Supervisory Board took part in various educational activities in the framework of their other supervisory functions. There was no specific need in the reporting year for a particular training or education initiated by RAI Amsterdam.
no specific need for additional education initiated by RAI Amsterdam
In late 2016 the Supervisory Board started implementing a new digital working environment which provides access to documents and facilitates communication between members. The environment will be further developed in 2017.
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 in the presence of the external accountant.
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 €2.284 million including dividend tax over the reporting year, and add the remaining profit to ‘unappropriated profit’ under shareholder equity. The dividend was determined in accordance with the 2013-2018 dividend policy, determined at the General Meeting on 17 April 2014.
Supervisory Board accepts financial statement and dividend payment of
The 2016 financial statement will be put to the general meeting of shareholders on 20 April 2017. The Supervisory Board proposes that the Executive Board be given discharge for its management, that the Supervisory Board be given discharge for its supervision, and that the financial statement be approved.
request to determine financial statement, request discharge
Compliments and a word of thanks
The Supervisory Board complements the employees and Executive Board of RAI Amsterdam on their performance, including the high customer satisfaction levels. The realisation of the multifunctional parking garage, within time, on budget and at the desired quality level, was a fine example for how the convention centre can be expanded and maintained. The Supervisory Board is also very impressed with the increased scores seen in the employee satisfaction survey.
Thanks to the inspired efforts of all employees and the Executive Board, RAI Amsterdam offers a unique and dynamic place where knowledge and people come together successfully on a daily basis. The Supervisory Board compliments the employees and Executive Board not only on the results achieved in the reporting year, but also on their continuous desire to make RAI Amsterdam excel in every aspect. We look forward to the future with confidence.
Amsterdam, 16 March 2017
Supervisory board RAI Holding B.V.
Roelf de Boer, chair
John van der Steen, vice-chair
Annemarie van Gaal