Corporate governance

As a large public company with a vital and social role, we understand the importance of effective and responsible management and supervision, and transparent governance. We therefore voluntarily apply the Dutch Corporate Governance Code. The Management Board and the Supervisory Board are jointly responsible for ensuring appropriate corporate governance at Alliander and compliance therewith.  

Introduction

In this section, we will describe the governance structure and governance roles within Alliander. In accordance with the Dutch Corporate Governance Code, other sections of the management report will specifically go into our long-term value creation strategies, the corporate culture and Code of Conduct, diversity, remuneration, conflicts of interest, as well as the main features of our internal risk management and control systems.

General   

The Alliander group is made up of various companies, including Liander N.V., Qirion B.V., Alliander Telecom N.V., TReNT Infrastructuur B.V. and Firan B.V. Alliander N.V. (Alliander) stands at the head of the group structure. Alliander is a statutory two-tier company and applies the full two-tier regime. Alliander has a two-tier management structure, with a Management Board and a Supervisory Board, whereby the latter fulfils both a supervisory and an advisory role to the former. Both boards render account to the Annual General Meeting of shareholders (AGM). The Executive Committee supports the Management Board in the performance of its duties and responsibilities. All of Alliander’s shares are held by Dutch provincial and municipal authorities.

Governance framework

Alliander’s governance structure is based on Book 2 of the Dutch Civil Code and the Dutch Corporate Governance Code. The Dutch Gas Act and the Dutch Electricity Act 1998 also contain provisions that influence the governance of Alliander. The structure is detailed in Alliander’s Articles of Association and various internal by-laws. The internal by-laws include the rules of procedure for the Management Board and the rules of procedure for the Supervisory Board, and the permanent committees of the Supervisory Board. These by-laws and other corporate governance documentation have been posted on our corporate website.

The 2022 Dutch Corporate Governance Code (the ‘Code’) concerns the governance of Dutch companies with listed shares and provides guidance for effective collaboration and governance.  Since Alliander’s shares are not listed, we are not under the statutory obligation to apply the Code. We do, however, voluntarily apply the Code’s principles and best practices. The Code is applied at the level of Alliander N.V. as a holding company. See our corporate website for details of our compliance with the Code in the 2024 financial year based on the principle of ‘apply or explain’.  

Alliander accepts and also applies the principles of the Tax Governance Code of Dutch employers’ association VNO-NCW. The Tax Governance Code requires companies to publish a transparency report to render account on the tax policy pursued in accordance with the taxonomy in the Tax Governance Code. More information about our tax policy and Tax Transparency Report for 2023 is available on our corporate website.

Governance roles

Management Board and Executive Committee

The members of the Management Board are jointly responsible for managing Alliander. The Management Board defines the strategy, identifies the enabling conditions for implementation of the strategy, sets operational and financial targets, and selects ESG aspects that are relevant to Alliander. The Management Board is also responsible for compliance with all relevant laws and regulations, the corporate culture, risk management and financing of the company.
The members of the Management Board have agreed on an allocation of duties between them, which has been approved by the Supervisory Board.
The Management Board targets long-term value creation in the area of sustainability and takes into account the impact of Alliander’s actions and those of Alliander group companies on people and the environment, balancing the interests of stakeholders that are important in this regard.

With a view to bolstering strategy execution, Alliander set up the Executive Committee (ExCo) in April 2024. The ExCo supports the Management Board in the performance of its duties and responsibilities, while also directing strategy execution. Having an ExCo means that all strategic challenges are addressed at the highest governance level and all major strategic dependencies are managed with the appropriate governance focus. The ExCo has six members: The Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Operating Officer (COO) and Chief Transition Officer (CTO) are members under the articles of association. Additionally, the ExCo has two further members whose positions are not laid down in the articles of association: the Chief Human Resources Officer (CHRO), who is responsible for HR and organisational transformation, and the Chief Digital Officer (CDO), who is responsible for the digital transformation.
The CEO is the ExCo chair and the first point of contact between the ExCo and the Supervisory Board and its chair. The Management Board keeps the Supervisory Board informed on the ExCo’s actions. The Supervisory Board’s supervision does not extend to the ExCo members who are not members under the articles of association. The ExCo members who are not members under the articles of association only attend Supervisory Board meetings if there are items on the agenda that pertain to their specific portfolio.
The two ExCo members who are not members under the articles of association each report to the Management Board as per the allocation of portfolios by the Management Board. Given the Management Board’s responsibility under the articles of association, every ExCo decision must be made by at least a majority vote of the Management Board members. The Management Board will always retain ultimate responsibility for all actions and decisions of the ExCo, as well as for the overall management of Alliander.

Given that Alliander is a two-tier company, the Supervisory Board appoints the Management Board members. Members of the Management Board are appointed for an indefinite period of time. The Supervisory Board decides how many members the Management Board will have and how the portfolios are distributed. The Supervisory Board is authorised to suspend or dismiss Management Board members. The ExCo members who are not members under the articles of association are appointed, suspended and dismissed by the Management Board. 

Supervisory Board

The Supervisory Board’s duties include supervising the Management Board’s policy and the general course of business at Alliander, while also supporting the Management Board in an advisory capacity. In addition, the Supervisory Board is the employer of the Management Board. The Supervisory Board’s supervision looks at achievement of objectives, execution of strategy, the risks associated with business activities, the design and operation of the internal risk management and control systems, financial and sustainability reporting, and compliance with all relevant laws and regulations. In the performance of its duties, the Supervisory Board is guided by the interests of Alliander, while also taking into account the interests of all stakeholders. Alliander’s Supervisory Board has also been designated as the supervisory body for Liander N.V., the network operator within the Alliander group. The Supervisory Board is fully responsible for the performance of its duties.
The members of the Supervisory Board are appointed by the AGM after nomination by the Supervisory Board, subject to the member and diversity profiles. The AGM, or in this case the Committee of Shareholders, and the Works Council have a right of recommendation for the nomination of Supervisory Board members.
A Supervisory Board member is appointed for a period of four years, after which they can be reappointed, once only, for a further four-year period. At the end of that term, the Supervisory Board member may be reappointed again for a term of office of two years, renewable thereafter for a maximum of two years. Reappointment after a period of eight years must be reported and explained in the report by the Supervisory Board. The Supervisory Board may suspend its members. The Enterprise Section of the Amsterdam Court of Appeal can dismiss a Supervisory Board member. The General Meeting of Shareholders can withdraw its confidence in the Supervisory Board; a resolution to this effect will result in the immediate dismissal of the Supervisory Board.
As at 31 December 2024, the Supervisory Board had five members. The members of the Supervisory Board step down in accordance with the retirement schedule established by the Supervisory Board. The retirement schedule for Supervisory Board members is specified in the Supervisory Board report and has also been published in the ‘Corporate governance’ section on the corporate website.

Supervisory Board committees

Due to the volume, diversity and complexity of the topics to be dealt with, the Supervisory Board has set up two permanent committees of Supervisory Board members: an Audit Committee and a combined Selection, Appointment and Remuneration Committee. Additionally, the Supervisory Board may set up temporary committees at its sole discretion.
These committees prepare the decision-making of the Supervisory Board in the relevant fields, while also fulfilling an advisory role to the Supervisory Board. At Supervisory Board meetings, the committees report verbally, and (draft) minutes of committee meetings are distributed. The Supervisory Board remains collectively responsible for the decisions prepared by a committee.

Shareholders

Alliander’s shareholders are four Dutch provincial authorities and 70 Dutch municipal authorities. The AGM is the body in which the shareholders exercise their rights to control Alliander. The annual meeting is held within six months of the end of the financial year. This meeting is when the shareholders discuss the annual report, adopt the financial statements and dividend, and grant discharge from liability to the members of the Management Board and Supervisory Board. The AGM also appoints the members of the Supervisory Board. Important company-related topics and key strategic decisions are also discussed and must be submitted to the AGM in accordance with the law and articles of association. Additional meetings can be held if deemed necessary by the Supervisory Board or the Management Board. The Management Board and Supervisory Board set the AGM’s agenda. Shareholders can also convene meetings and/or put items on the agenda, The options for this are stated in the law and the articles of association.
The chair of the Supervisory Board also chairs the AGM. All decisions are taken on the basis of the principle of ‘one share, one vote’. Decisions are adopted by an absolute majority of votes, unless the law or the company’s articles of association prescribe a larger majority.
Certain powers of the AGM have been assigned to the Committee of Shareholders. These include powers regarding recommendation, appointment and dismissal of Supervisory Board members and regarding appointment and dismissal of Management Board members. Furthermore, there are regular informal consultations between the Management Board and representatives of the major shareholders through the Sounding Board Group (official forum) and the Meeting of Major Shareholders (administrative forum).

Internal audit function

Within Alliander, the Internal Audit department performs the internal audit function. Internal Audit has an independent, objective role in supporting Alliander in achieving its corporate objectives. The department provides detailed information, advice and additional assurance on the degree of effectiveness of the risk management, control and governance processes.
Every year, Internal Audit draws up an Internal Annual Audit Plan (work plan) based on risk analyses and the audit findings after consultations with the Management Board, the Audit Committee and the external auditor. This plan describes the proposed audit engagements for the coming year. The Internal Annual Audit Plan is subject to Management Board and Supervisory Board approval. Internal Audit periodically reports to senior management and the Management Board on audit-related topics such as the effectiveness of internal control measures, follow-up on recommendations and implementation of the Internal Annual Audit Plan. Internal Audit also reports on the core of these topics to the Audit Committee and informs the external auditor.
Internal Audit is the responsibility of the CEO. The Internal Audit manager has direct contact with the Audit Committee and the external auditor, and normally attends Audit Committee meetings. Each year, the Management Board assesses the way in which the internal audit function carries out its task, after consultation with the Audit Committee. The performance of the internal audit function is reviewed at least once every five years by an independent third party.

External auditor

The Supervisory Board nominates and the AGM appoints the external auditor. Among other tasks, the external auditor prepares the audit report and management letter, and issues the audit opinion with Alliander’s financial statements. The external auditor reports to the Supervisory Board and the Management Board on the investigations that have been carried out.
The Audit Committee oversees the relationship with the external auditor. The Management Board gives the Audit Committee, and by extension the Supervisory Board, an opportunity to examine the most important points of discussion arising between the external auditor and the Management Board based on the draft management letter or the draft auditor’s report.
The external auditor attends at least that part of the meeting of the Supervisory Board where the external auditor’s report on the audit of the financial statements and review of the sustainability statement are discussed. The external auditor also attends the Supervisory Board meeting where the half-year figures will be discussed. The external auditor normally attends Audit Committee meetings. Additionally, the external auditor attends the meeting of shareholders to answer any questions the shareholders may have regarding their audit activities and opinion on the financial statements.
As of the 2024 financial year, PricewaterhouseCoopers Accountants N.V. is Alliander’s external auditor for a period of five years with two renewal options for one three-year period and one two-year period respectively.

Risk Management & Compliance

Risk Management & Compliance (RM&C) supports the Management Board and management in achieving business objectives by providing insight into risks and compliance issues in relation to Alliander’s strategy and activities, and advises on (control) measures to be taken.
The RM&C manager reports to the Corporate Control director. RM&C submits a risk report to the Management Board and Audit Committee every six months. The Corporate Control director attends all Audit Committee meetings as standard.

Other regulators

External organisations supervise Liander N.V. in its capacity as a network operator active in a regulated environment. They supervise such aspects as compliance with specific legislation and regulations. See below for a list of regulators Alliander deals with the most regularly.