Corporate governance

Ensuring a reliable supply of energy and managing the transition to a low-carbon economy are essential societal tasks that are primarily funded by the public purse. This is why we attach great importance to a good governance structure and are transparent about how our company is managed and supervised.

Enexis Holding N.V. is a public company under Dutch law. Our company is subject to what is known as the two-tier board structure. As our shares are not listed, we are not required to adhere to the Corporate Governance Code. Nevertheless, we apply it wherever possible and applicable. This underlines our commitment to socially responsible business practices. Our articles of association, regulations and other corporate governance documentation can be found on our corporate website.

Executive Board

The Executive Board (EB) is responsible for managing Enexis. The EB defines the strategy, determines the conditions for its implementation and sets the operational and financial targets. The EB also ensures compliance with all relevant laws and regulations, risk management and adequate funding of the company.

The EB operates within the provisions of the articles of association and under the supervision of the Supervisory Board (SB). Together, they are responsible for the corporate governance structure and compliance with the Corporate Governance Code. The EB reports to the General Meeting of Shareholders (AGM) every year.

The members of the EB are appointed for an indefinite period. They are remunerated in accordance with the remuneration policy approved by the AGM. The SB determines the remuneration of each member of the EB. The total remuneration of the EB is disclosed in the financial statements.

The EB and SB recognise the importance of gender balance within the EB. We have set more ambitious targets to improve this balance: by 2030, at least 40% of the EB should be women and 40% men. Currently, the EB consists of three men and one woman.

Mariëlle Vogt has announced that she will leave Enexis in mid-2025. She will be succeeded by Marjanne van Ittersum on 1 June 2025.

Supervisory Board

The Supervisory Board (SB) has three tasks: overseeing the policies of the EB, providing solicited and unsolicited advice and acting as the employer of the EB.

The SB has two permanent committees: the Audit Committee and the Human Resources Committee. These committees prepare decision-making within their respective areas and provide advice to the SB.

The members of the SB receive remuneration for their work. The AGM determines this and falls within the WNT framework. The total remuneration of the SB is disclosed in the financial statements.

The SB recognises the importance of gender balance within the SB. Since November 2023, the Supervisory Board has consisted of 40% men (two men) and 60% women (three women). This is in line with the target of at least 40% male and 40% female members. The current composition can be found on our corporate website.

The members of the SB and the retirement schedule:

General Meeting of Shareholders

The General Meeting of Shareholders is the highest decision-making body within Enexis. The AGM approves the annual report, discharges the Executive Board and the Supervisory Board, approves the financial statements and determines the profit appropriation. The AGM also endorses the company’s strategy and appoints the members of the SB.

Certain powers of the AGM are delegated to the Shareholders Committee (SHC). This committee has seven members and promotes efficient and effective decision-making within the AGM. The composition of the AHC changed during the year, partly due to the Dutch provincial elections in 2023. The members receive no remuneration for their work.

The 91 shareholders of Enexis Holding N.V. are mainly provinces and municipalities in the service area of Enexis Netbeheer B.V.

Shares Enexis Holding N.V

Internal audit function

The Internal Audit & Risk (IA&R) department fulfils the internal audit function at Enexis. IA&R provides insight, advice and additional assurance to the EB and management regarding operational control, effectiveness, efficiency and compliance (with laws and regulations) of the business operations.

The department reports to the CFO and provides quarterly reports to the full EB on both internal audit and risk management activities. In addition, IA&R has direct access to the CEO, the chair of the Audit Committee and the external auditor. IA&R also attends meetings of the SB Audit Committee. The Audit Committee oversees the internal audit function and advises the SB on its role and functioning. The quality of the internal audit function is assured by an external audit every five years.

IA&R draws up a risk-based audit plan every year. This involves senior management, the EB, the Audit Committee and the external auditor. The EB adopts the audit plan, and the SB approves it after consulting with the Audit Committee. In its meetings, the Audit Committee discusses the progress of the plan, the main findings and the follow-up of recommendations. The external auditor also receives this information.

External auditor

The AGM appoints an external auditor. EY was appointed external auditor in 2021 for four years with three extension options of two years each. The first extension option was determined in 2024 and EY was reappointed for the 2025 and 2026 financial years.

The Audit Committee oversees the relationship with the external auditor. EY attends all Audit Committee meetings, participates in the AGM at which the financial statements are adopted and is present at Extraordinary General Meetings.

More detailed information on governance can be found in the sustainability statement.

Compliance with the Corporate Governance Code

We depart from the Corporate Governance Code in two respects:

Provision 2.2.1: maximum appointment and reappointment term of board members

Enexis has not set a maximum appointment and reappointment period for its board members. It states in the remuneration policy for the EB (adopted on 5 December 2012 by the AGM) that employment agreements with the members of the EB are entered into for an indefinite period.

Provision 4.2.2: policy regarding bilateral contacts with stakeholders

Enexis does not have a formal policy for bilateral contacts with shareholders, as stipulated in the code. We do have a covenant in place with detailed agreements between the EB, SB, and the Shareholders Committee about the fulfilment of tasks, as laid down in the articles of association.

Various provisions in the code do not apply to Enexis because our shares are held by Dutch government bodies and our shares are not listed on a stock exchange.

Concretely, this concerns:

Provision 2.1.3: Executive Committee

Provision 2.8.2-2.8.3: takeover bid

Provision 3.1.3: remuneration Executive Committee

Provision 3.3.2-3.3.3: remuneration of supervisory board members in shares and share ownership of supervisory board members

Provision 4.2.6: anti-takeover measure

Provision 4.3.3: cancelling the binding nature of a nomination of dismissal

Provision 4.3.4: voting right on financing preference shares

Provision 4.3.5: publication of institutional investors’ voting policy

Provision 4.3.6: report on the implementation of institutional investors’ voting policy

Provision 4.3.7: abstain from voting if the short position is greater than the long position

Provision 4.3.8: securities lending

Provision 4.5: issuing depositary receipts for shares

Provision 5: one-tier governance structure