Governance

Composition of Executive Board and Supervisory Board

Enexis has four executive and independent directors on the Executive Board (EB), three men and one woman. This makes the EB 75% male and 25% female.

The table below shows the main areas of responsibility of each member of the EB. ^{(ESRS 2 GOV-1 par. 19, 20  en 21).}

Based on the above division of duties, we have arrived at the following portfolio allocation:

Our corporate website (Executive Board) contains the CVs of the members of the EB, including information on their expertise and experience. ^{(ESRS 2 GOV-1 par. 21)}

Enexis has five non-executive, independent directors on the Supervisory Board (SB), two men and three women. This makes the SB 40% male and 60% female.

The table below shows the main areas of responsibility of each member of the SB. ^{(ESRS 2 GOV-1 par. 19, 20a en 21)}

Our corporate website (Supervisory Board) contains the CVs of the members of the EB, including information on their expertise and experience. ^{(ESRS 2 GOV-1 par. 21)}

When the SB needs to fill a vacancy on the EB, the SB’s Human Resources Committee, in consultation with the EB, drafts a written profile of the EB candidate. Before making the appointment, the SB gives the Works Council and the Shareholders' Committee the opportunity to issue advice.

In the event of a vacancy on the SB, the Works Council and the Shareholders’ Committee each have the (enhanced) right to recommend a candidate for one-third of the SB members. The General Meeting of Shareholders (GMS) makes the final decision on the appointment of a new SB member.

Roles and responsibilities of the Executive Board and Supervisory Board

The EB and SB have specific responsibilities regarding sustainability policy and reporting. As a collegial body, the entire EB is collectively responsible for overseeing the process of managing material impacts, risks and opportunities related to ESG issues. Among other things, it makes joint decisions on sustainability aspects of strategy, policies and targets.

The double materiality analysis and sustainability reporting are prepared under the guidance of the External Reporting department. These are then submitted to the EB for review and approval. Formulating the (sustainability) strategy is the responsibility of the strategy director. Approval of the strategy and associated targets is the responsibility of the EB.

The EB monitors the management of sustainability topics. It discusses progress against the business plan every quarter, and from the financial year 2025, sustainability topics will be included in this report. Policy monitoring also includes the achievement of sustainability targets, the sustainability strategy and risks associated with business activities, internal risk management and control systems, and non-financial reporting. Progress on sustainability topics will be monitored through internal audits. ^{(ESRS 2 GOV-1 par. 19, 20b en 22).}

The SB’s tasks include supervision, providing advice and acting as the employer of the EB. Documentation such as the double materiality analysis, sustainability strategy, and sustainability reporting is presented to the SB for discussion throughout the year. The SB then discusses any comments or suggestions with the EB.

Expertise of the Executive Board and the Supervisory Board

Members of the EB must have specific expertise and skills in the material sustainability topics. These requirements are explained in detail in the profile descriptions.

For the composition of the SB, a profile description includes the required relevant experience in both general and specific focus areas, including ‘Politics, society and sustainability’ and ‘Safety and risk management’. Given the nature of the business, no specific experience related to geographical locations is required. The focus areas fall under the knowledge and expertise of one or more SB members.

Both EB and SB members maintain and update their knowledge through continuing education. If specific expertise is required that the members do not possess, external experts are consulted. ^{(ESRS 2 GOV-1 par. 19, 20c en 23).}

Information provision and handling of sustainability topics

In 2024, Enexis Groep carried out a double materiality analysis for the first time, in accordance with the requirements of the ESRS. Both the EB and SB were involved in this process and were regularly informed through written updates on progress, milestones and decisions. In addition to formal meetings, the EB was regularly briefed by the chair of the CSRD Steering Group, who has a direct reporting line to the CFO. The External Reporting department worked closely with other departments to identify material impacts, risks and opportunities. In addition, the EB and SB were informed through internal reports about the due diligence activities and the results and effectiveness of the policies, measures, metrics and targets on the material impacts, risks and opportunities.  ^{(ESRS 2 GOV-2 par. 24 en 26a).}

In parallel with the introduction of the CSRD, the ESG strategy was developed and approved by the EB and SB. The ESG strategy links the material ESRS topics to the strategy and objectives of Enexis Groep. When deciding on strategy, important transactions and measures, the EB considers possible dilemmas regarding impacts, risks and opportunities. ^{(ESRS 2 GOV-2 par. 24 en 26b).}  In addition, the SB closely monitored the implementation of the CSRD, and sustainability topics were discussed on four occasions. ^{(ESRS 2 GOV-2 par. 24 en 26c).} 

Integration of sustainability performance into remuneration policies

The GMS approved the remuneration policy for the EB of Enexis Holding B.V. on 5 December 2012 and came into effect on 1 January 2013. Under this policy, it was decided that the EB’s remuneration would be determined per the Standards for Remuneration Act (Wet Normering Topinkomens, WNT). 

Neither the remuneration of the EB nor that of the SB for the financial year 2024 is linked to performance on the sustainability topics included in this sustainability statement. Enexis does not offer variable remuneration. ^{(ESRS 2 GOV-3 par. 27).}

Due diligence statement

Enexis recognises the importance of due diligence on environmental and human rights. The due diligence process involves an ongoing assessment of the actual and potential impacts of our activities on people and the environment, the integration and implementation of the results of the evaluation, the monitoring of progress and the communication of how these impacts are addressed. ^{(ESRS 2 GOV-4 par. 30).}

In anticipation of the Corporate Sustainability Due Diligence Directive (CSDDD), which is expected to apply from financial year 2027, we conducted a due diligence improvement study in 2024. The aim was to identify, prevent and/or mitigate actual and potential adverse impacts deeper in our value chain. This resulted in an action plan to improve due diligence. Additional information that becomes available may lead to further insights. We will incorporate these into our strategic decision-making and risk management processes.

For more information on how we conducted due diligence processes on sustainability topics in 2024, see the materiality assessment and stakeholder dialogue sections. In addition, we discuss the specific characteristics of due diligence for each material topic in the respective chapter.

Risk management and internal controls for the sustainability statement

The information in the sustainability statement carries the risk of material misstatement due to human error or incomplete data. This is particularly true in this first year of reporting. In addition, there is a greater risk regarding the accuracy and/or completeness of the information due to estimation results and reliance on available data in the upstream and/or downstream value chain. We expect to use increasingly accurate data in the coming years. This includes calculating our scope 1, 2 and 3 emissions, for which more and better-measured information will become available. ^{(ESRS 2 GOV-5, par. 34c)}

Enexis Groep has implemented various internal control measures to limit and control risk. These are mainly manual and aimed at minimising reporting errors. This includes carrying out risk assessments, such as the strategic risk analysis (SRA) and the operational risk analysis (ORA). During these assessments, an inventory is made of the risks to which Enexis is exposed. These risks end up in the strategic risk register and, in the case of operational risks (at the process level), in the internal control framework (ICF). In 2024, sustainability information was not explicitly part of the SRA and ORA. From 2025, we will also be able to identify sustainability-related risks and develop corresponding control measures.

In 2025, Enexis Groep will extend the scope of the ORAs and expand the ICF. In addition to regular process risks, additional attention will be paid to sustainability risks. The effective operation of key controls is assessed twice a year through control self-assessments (CSAs). The key findings of these assessments are reported to the EB. ^{(ESRS 2 GOV-5, par. 34d en 34e)}

In 2024, Enexis Groep created several reporting manuals to standardise definitions, calculations and critical metrics. A centralised approach to external reporting allows the External Reporting department to identify and correct inconsistencies and errors in the data provided by the departments. 

The external auditor's report accompanying the entire sustainability statement is included in section
‘Assurance report of the independent account with limited assurance on the sustainability declaration’.
Findings were discussed by the auditor with the EB and SB during the assurance engagement.^{(ESRS 2 GOV-5, par. 34e)}