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.

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.

In 2018, the Supervisory Board discussed the topics explained below. Each paragraph indicates whether the discussions were first prepared in a Supervisory Board committee: AC stands for Audit Committee, SC for Selection & Appointment Committee and RC for Remuneration Committee.

Strategy 

• Based on various updates, the Executive Board involved the Supervisory Board in the process which extended the vision and strategy from the planning period up until and including 2018 to the planning period following it. The Supervisory Board approved the company strategy for 2019-2022 over the summer (AC);

Safety and security

• The Supervisory Board has had comprehensive discussions with the Executive Board about the way in which the security of the RAI is approached. Both physical and virtual security (AC) were considered in this process.
• The RAI has made major investments to improve the safety and security of its building complex. The process was monitored by the Supervisory Board, which is satisfied with the results achieved in 2018 and endorses the sustained attention to and prioritisation of safety and security (AC).
• During the breakdown of an exhibition, an employee of a preferred supplier working at the RAI fell 1.5 metres down from a ladder and died as a result of a serious brain injury. The Supervisory Board discussed this tragic accident, the impact it had on employees and stakeholders, and the investigations that followed, with the Executive Board (AC).
• The Supervisory Board has discussed developments around the floors in the Amtrium which consist of BubbleDeck prefab slabs – these slabs were shown by a countrywide study in 2017 to possibly be insufficiently adhesive. The internal RAI investigation has now been completed (AC).
• The Supervisory Board has discussed the claim received from employees of a company who were involved in an asbestos incident in 2016 (AC).

Business

• Each Supervisory Board meeting provided an update to the Executive Board which discussed shows, commercial developments, acquisitions and similar topics. In 2018, there were also discussions about network activities abroad, and innovations such as wayfinding, matchmaking and lead generation were considered in the updates.

Financial

• The evolution of turnover and costs has been thoroughly reviewed. The turnover in 2018 was clearly above the policy outline, while 2019 is expected to be in line with the long-term forecast (AC).
• The 2019 budget has been discussed and determined, with the total amount being lower than in 2018 (AC).
• There was an exchange of views with the Executive Board about the dividend policy from 2019 onwards, partly in relation to the intended disposal of its shares by the City of Amsterdam. The dividend policy will be put into practice in 2019 (AC).
• The budgeting precision has been evaluated. A discussion was held on ambition versus prudence in establishing the budgets and the related policy. (AC).
• The tax plan for 2018 has been discussed, with particular reference to the depreciation of buildings in terms of value under the Valuation of Immovable Property Act and the impact of this on the budget (AC).
• The Executive Board reported on discussions with the municipality about the tax assessment notice under the Valuation of Immovable Property Act (AC);
• The list of debtors and policy related to debtors as well as changes in the positions and measures adopted by the Executive Board have been discussed (AC).
• A new management report has been reviewed. The report was found to be a better fit for the new organisational model. The development of a new financial dictionary has also been discussed (AC).
• It was established that the distribution test and balance sheet test have been prepared (AC).
• A review of financing has taken place. A refinancing is due in 2020. This was discussed by the Supervisory Board, which considered its timing, among other things (AC).

Risk management

• 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 (AC).
• The Supervisory Board has spoken to the Executive Board about the signature of an 'in control' statement by policy team members. This has led to the execution of a compliance audit and establishment of a compliance steering group. This process will eventually lead to the formulation of an 'in control' statement (AC).
• An entire Supervisory Board meeting has been devoted to the impact on the RAI of the announced departure of ISE from 2021 onwards.
• Options and measures against fraud, phishing and unauthorised payments have been discussed, as was the password policy (AC).

Governance and compliance

• Corporate governance in general and the rules of procedure of the Audit Committee have been evaluated and remained unchanged (AC).
• The General Data Protection Regulation (GDPR) has been discussed, as have the measures taken to comply with it (AC).
• The tendering process for the appointment of a new accountant has been discussed. Deloitte has since been selected (AC).

In its advisory role, the Supervisory Board acts as a sparring partner for the Executive Board. A range of topics have been discussed both within the Supervisory Board and with the Executive Board, and advice and comments provided.

• A major topic of consultation was the progress in the sale by the City of Amsterdam of its shares in the RAI, and the position, interests and involvement of the company regarding this process.

The Supervisory Board has discussed the following topics based on its employer role:

Executive Board

• The evaluation interviews of the two members of the Executive Board for 2018 took place in March 2019 (RC).
• The Supervisory Board has prepared a remuneration report for 2018 for the shareholders, which explains both the remuneration policy and its implementation in 2018 (RC).

Organisation

• The evolution in FTEs has been considered, especially in light of the lower budget in 2019 (SC).
• The process and the results of strategic personnel planning were discussed with the Executive Board (SC).
• The progress of the structural and cultural changes has been looked at. This included an evaluation of the event process and the transfer of the management of the process from an external agency to an in-house department (SC).
• The analysis of the gender equality policy with regards to salaries has been discussed. Remuneration of men and women is not entirely equal across the RAI. The difference is explained by the duration of the employment and job periods during which the individual employees are active. The Supervisory Board will continue to follow the ratio and is satisfied by the manner in which this topic has been assessed (SC).
• The vitality figures and changes implemented to promote vitality have been considered (SC).
• The vacancy for the position of HR manager has been looked at, including the recruitment process (SC).
• The Executive Board has informed the Supervisory Board of the staff party, including the manner in which it will integrate the closing of the first phase of the cultural and structural transformation (SC).

Supervisory Board

• The preparation and execution of the annual Supervisory Board evaluation has been discussed and the results of the evaluation were discussed with the person who drew up the evaluation report (SC).
• The Supervisory Board commissioned a benchmark study into remuneration by FocusOrange. In accordance with the resulting recommendations, the Supervisory Board has decided to propose to the general meeting to increase the remuneration of the chair. The general meeting has indicated that it will consider this in its March or April 2019 session.

The general meeting was held on 10 April 2018 and the topics considered included:

• the annual report 2017
• determination of the dividend for 2017
• the annual plan for 2018 (including budget)
• the shareholder report
• the process of the sale of its shares by the City of Amsterdam
• appointment of the new accountant
• progress in the cultural and structural transformation
• state of affairs regarding BubbleDeck floors (see above)
• the RAI’s new construction plans in the framework of its vision for 2030
• the sponsor policy

The general meeting discharged the Supervisory Board for its supervision and the Executive Board for its management. The entire Supervisory Board and Executive Board were present at the general meeting.

All Supervisory Board and Executive Board members have been declared exempt by the company.

The Supervisory Board held four scheduled meetings in 2018. Each meeting was attended by all the members of the Supervisory Board, the members of the Executive Board, the financial director and the company secretary. In addition to the normal meetings, an informal session was organised at the home of a Supervisory Board member and a meeting was held dedicated entirely to the announced departure of ISE. All members of committees attended the meetings of each committee. In other words, each member was present 100% of the time. Pre-consultation between the Supervisory Board members usually takes place prior to the normal meetings. In addition, the members of the Supervisory Board keep in contact where necessary outside of the meetings.

In addition to the abovementioned meetings with the Executive Board, the Supervisory Board has also met in closed sessions. Topics discussed during these meetings included the sale of shares, the vision and strategy and the occupancy notification.

The chair of the Supervisory Board and the CEO met regularly to discuss progress on various topics in 2018.

The Audit Committee prepares the Supervisory Board’s decision-making and advises the Supervisory and Executive Boards of its findings in fields such as finance, internal risk management & control systems, risk analysis, applications of information technology (IT) and the activities and recommendations of the accountant. The Audit Committee held a total of five meetings during 2018, one of which was over the telephone. The committee members, the CEO and the financial director attended all meetings, while the COO attended most. The concept report of the Audit Committee was a fixed agenda item in each subsequent meeting of the Supervisory Board. In all these meetings the Supervisory Board received advice on the decisions to be taken by the Supervisory Board as prepared by the Audit Committee. The chair of the Audit Committee and the financial director met regularly during the year under review to discuss the progress of various matters.

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 Executive Board. The Remuneration Committee met four times in 2018.

The task of the Selection and Appointment Committee includes drawing up selection criteria and appointment procedures for members of the Supervisory and Executive Boards, 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. The Selection and Appointment Committee met four times in 2018.

The Audit Committee has discussed the financial statement and annual report with the Executive Board and the external accountant Deloitte at length. The Supervisory Board then discussed the annual report with the Executive Board.

The Supervisory Board accepts the financial statement and agrees with the Executive Board’s proposal to pay a dividend of €2.356 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.

The 2018 financial statement will be presented for approval to the general meeting of shareholders on 16 April 2019. The Supervisory Board proposes that the financial statement be approved, that the Executive Board be given discharge for its management and that the Supervisory Board be given discharge for its supervision.