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Corporate
Governance

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Organisational structure

Corporate governance is all about good management, effective oversight and transparent accountability. It sets out how we run our organisation, how it is supervised, how responsibilities are assigned, and how we factor in stakeholder interests. For Alliander, good corporate governance is a key enabling condition for the meticulous and reliable fulfilment of our societal role. 

Why is
corporate governance important? 

Alliander is a major publicly owned company with a vital role in Dutch society. Having a good governance structure in place ensures: 

  • clear responsibilities and authorisations; 
  • well-considered decision-making; 
  • transparency towards shareholders and other stakeholders; 
  • confidence in the board and supervisory mechanisms. 

We comply with the
Dutch Corporate Governance Code

The Dutch Corporate Governance Code sets guidelines for good governance and supervision. While the Code is intended for listed companies, Alliander has opted to apply it to demonstrate our commitment to high standards of transparency, integrity and accountability. 

The Code works on the basis of a ‘comply or explain’ regime, with companies either adhering to the provisions or explaining why they have chosen to deviate from them. We have put together a comply or explain report to set out how we apply the Code. In addition, our annual report includes a section on the key features of our corporate governance structure. 

Governance framework 

Alliander N.V. (Alliander) is what is known as a ‘statutory two-tier company’ and applies the full two-tier regime. All of Alliander’s shares are held by Dutch provincial and municipal authorities. 

Alliander’s corporate governance framework is based on both the Dutch Corporate Governance Code and Book 2 of the Dutch Civil Code. The Dutch Energy Act also contains provisions with a bearing on Alliander’s governance. The structure is detailed in Alliander’s Articles of Association and various rules of procedure, codes and policies. 

Shareholders 

Alliander is a wholly publicly owned company, as all shares are held by Dutch provinces and municipalities. These shareholders exercise their voting rights through the General Meeting of Shareholders.  At the General Meeting of Shareholders, the Management Board and Supervisory Board render account on the policy implemented and supervision exercised. The General Meeting of Shareholders decides on key matters, such as adoption of the financial statements and the dividend. The General Meeting of Shareholders also appoints Supervisory Board members.

Major shareholders 

  • Province of Gelderland (44.68%) 
  • Province of Friesland (12.65%) 
  • Province of Noord-Holland (9.16%) 
  • City of Amsterdam (9.16%) 

More
information

External auditor

The external auditor audits Alliander’s consolidated and company financial statements, as well as those of Alliander’s subsidiaries. Among other tasks, the external auditor prepares the audit report and management letter and issues the audit opinion regarding the financial statements.

Remuneration policy

In 2013, Alliander adjusted the remuneration policy for the company as a whole, capping remuneration across the entire workforce at 130% of a Dutch government minister’s remuneration.

Code of conduct

Our code of conduct sets out how we interact with each other and business partners, and how we handle company and personal interests, business assets, confidential and other business information, and safety.

Risk management

Risk management is about looking ahead and is focused on effectively and systematically dealing with potential events that may affect our organisation and/or objectives. It involves being proactive rather than reactive, by anticipating such events and developing an appropriate approach in advance. Risk management is about systematically managing uncertainties that may negatively impact execution of the strategy adopted by the Management Board. It is therefore key to have a system in place that enables us to identify and analyse risk, as well as to control risk, both internally and externally.

Whistleblower policy

Our whistleblower policy lays down how someone can report suspected wrongdoing or irregularities, and it also explains how we handle those kinds of reports.

Tax policy

Like all companies and organisations, Alliander is required to pay taxes. We are committed to doing so in a transparent and fair manner to contribute to a healthy and vibrant society. To underpin this commitment, we have established a tax policy.

Downloads

Any further
questions? 

Please contact Miranda de Bliek, Corporate & Social Affairs at miranda.de.bliek@alliander.com.