As a transmission system operator, TenneT plays an important role in society. We believe in having a good governance structure, effective oversight and a transparent accountability to all stakeholders. To that end, we comply with the Dutch Corporate Governance Code (hereafter: the Code), insofar as the Code is applicable.
Corporate governance structure
TenneT's corporate governance structure comprises the Executive Board, the Supervisory Board and the General Meeting of Shareholders. Our internal auditor and external auditor also play an important role in this structure.
The Executive Board of TenneT Holding B.V. has three statutory and one non-statutory directors. The Executive Board members have joint authority to represent the company. Each board member also holds limited individual power of attorney. Two members of the Executive Board of TenneT Holding B.V. are managing directors of TenneT TSO B.V., two other members of the Executive Board are managing directors of TenneT TSO GmbH and one of these two other members is managing director of TenneT Offshore GmbH.
The Executive Board is responsible for TenneT's general policies and strategy, which includes regulated and unregulated activities.
The Supervisory Board of TenneT Holding B.V. oversees TenneT's general policies and strategy. It carries out its duties in the interests of the company and its stakeholders, and also takes into account relevant aspects of corporate social responsibility. TenneT has a two-tier board structure, as specified in the Electricity Act.
All information about the Supervisory Board (such as its rules and resignation schedule) is available on our corporate website.
General Meeting of Shareholders
All shares in TenneT's capital are held by the Dutch state, which is represented by the Ministry of Finance. Under the Electricity Act, only the Dutch state may hold voting interests in the company. A General Meeting of Shareholders is held within six months of the end of each financial year. The agenda for this meeting includes a discussion of the integrated annual report, the adoption of the financial statements, and a dividend proposal. The meeting also discharges the Executive Board and Supervisory Board members from liability from their respective activities in the past year. Other shareholder meetings are held as and when deemed necessary by the Executive Board, Supervisory Board or shareholder.
The General Meeting of Shareholders has the power to appoint external auditors to audit the financial statements prepared by the Executive Board. These auditors report to the Supervisory Board and the Executive Board, and their findings are presented in an independent auditor's report, an assurance report, a management letter and an audit results report.
The performance of the external auditors is evaluated by the Executive Board and the Audit, Risk and Compliance Committee and, if necessary, also by the Supervisory Board.
The external auditors attend meetings of the Audit, Risk and Compliance Committee. They also attend Supervisory Board meetings when the independent auditor's report on the financial statements is discussed and the financial statements approved.
The internal auditor attends all meetings of the Audit, Risk and Compliance Committee.
Compliance & integrity officers
TenneT has a lead compliancy & integrity and a loacal comliance & integrity officer. A summary of the compliance and integrity cases is shared and discussed with the Audit, Risk and Compliance Committee.
Related party transactions are disclosed in note 7.3 to the consolidated financial statements.
Diversity is disclosed in the Supervisory Board report.
Deviations from the Dutch Corporate Governance Code
Certain principles and best-practice provisions in the Code do not apply to TenneT. The reasons why and to what extent TenneT decided not to or could not adopt these particular principles and best-practice provisions are explained below:
2.1.3, 3.1.3: Not applicable: no Executive Committee has been established at TenneT.
2.3.8: Not applicable: no delegated Supervisory Board member is employed by TenneT.
2.3.2: If the Supervisory Board has more than four members, the Code stipulates that the board shall appoint from among its members an Audit Committee, a Remuneration Committee, and a Selection and Appointments Committee. The TenneT Supervisory Board has combined the tasks of the latter two committees into a Remuneration and Appointments Committee.
2.7.5 - 2.8.3, 3.3.2, 3.3.3: Not applicable: these provisions do not apply to TenneT because it only has one shareholder, namely the Dutch state.
Chapter 4: Most paragraphs are not applicable to TenneT because it only has one shareholder, namely the Dutch state. Regarding all other paragraphs, TenneT complies with the Code.
Chapter 5: Not applicable, given TenneT’s two-tier structure, this chapter is not applicable.