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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.

PricewaterhouseCoopers Accountants N.V. has been Alliander’s external auditor from the 2024 financial year onwards. 

The external auditor attends: 

  • all Audit Committee meetings; 
  • the Supervisory Board meeting where the external auditor’s report of the audit of the financial statements and the assessment of the sustainability statement are discussed and the financial
  • statements signed; 
  • the Supervisory Board meeting on the half-year figures; 
  • the General Meeting of Shareholders where the external auditor may be asked questions about their audit procedures and audit opinion. 

Performance and appointment 

Every year, the Audit Committee reports to the Supervisory Board on the external auditor’s performance and developments in the relationship with the external auditor.

The Audit Committee advises the Supervisory Board on the nomination for appointment or reappointment or dismissal of the external auditor and prepares the external auditor selection process.

It also draws on observations by the Management Board. Based partly on the Audit Committee’s input, the Supervisory Board decides who to nominate to the General Meeting of Shareholders for appointment as external auditor.

The Supervisory Board shares its main conclusions on the nomination and outcome of the external auditor selection process with the General Meeting of Shareholders. 

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.

All employees whose remuneration exceeded this cap at the time have agreed to have their pay gradually reduced to below the cap. This includes the members of the Management Board. Furthermore, variable pay was abolished in 2016. 

Since 2013, new employees are hired based on the ministerial pay-based remuneration cap. The remuneration policy includes several exceptions to the cap, such as highly demanding senior executive positions. The remuneration cap for these positions is 130% of a Dutch government minister’s salary. Remuneration is disclosed annually in a transparent manner. 

More information 

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.

Our code of conduct supports Alliander employees in getting familiarised with and applying the various rules and integrity standards we have here at Alliander. 

This is how we protect Alliander’s customers, partners and reputation, and how we all safeguard a pleasant and safe working environment. Where necessary, we take action against inappropriate behaviour. 

The Management Board monitors the effectiveness of and compliance with the code of conduct. Every six months, the Management Board informs the Supervisory Board via the Audit Committee of its findings and observations in relation to effectiveness and compliance. 

Download the Alliander Code of Conduct 

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.

Three Lines Model 

The Three Lines Model provides insight into the allocation of risk management responsibilities across the three lines to prevent errors and/or omissions in sustainability reporting:  

  • The first line is fully responsible for achieving objectives and for identifying, managing and monitoring the risks within its processes and for an effective risk management and control system. The first line is responsible for defining the quantitative data points and safeguarding their quality, as reported in the sustainability statement.  
  • The second line supports, advises, coordinates and sets frameworks to ensure that the management genuinely takes responsibility. It thus provides additional assurance within Alliander. In the context of our compliance with the Corporate Sustainability Reporting Directive (CSRD), the double materiality assessment (DMA) is drawn up from the second line. The same goes for accountability in compliance with the EU Taxonomy. The second line decides which data points to disclose.  
  • The third line provides additional assurance about the question whether the first and second lines can jointly manage the risks, so that the organisational objectives are achieved. The third line gives an objective and independent opinion on this matter, including suggestions for possible improvements. The third line operates objectively and independently from all other parts of the organisation. With respect to the sustainability statement, the third line assesses a limited number of quantitative data points relating to circularity and work-related accidents.  

The three lines report on risk to the Management Board and the Supervisory Board as a whole, as well as to the Supervisory Board’s Audit Committee. The external auditor and other external supervisory authorities oversee both the process and the content.  

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.

What is the whistleblower policy? 

The whistleblower policy sets out how suspicions of wrongdoing or irregularities are to be reported and handled. All reports are treated confidentially. It is also important to note that anyone who reports suspected wrongdoing in line with the provisions of this policy must not be disadvantaged in their interests or job in any way.  

What is the whistleblower policy intended for? 

Alliander’s whistleblower policy is only intended to regulate the reporting of actual or suspected wrongdoing or irregularities, such as: 

  • theft 
  • improper use of Alliander’s company assets 
  • forms of unacceptable conflicts between personal interests and Alliander’s interests 
  • manipulation or improper use of information obtained in the performance of a role at Alliander 
  • abuse of authority or position-related powers 

What is the whistleblower policy not intended for? 

  • Complaints about Alliander 
  • Wrongdoing by or complaints about Alliander customers 
  • Processing or reporting employees’ personal grievances 
  • There are several ways to report wrongdoing or irregularities in relation to Alliander. 
Read the full whistleblower policy brochure (pdf)

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.

Our tax policy covers the following topics: 

  • our vision on Alliander’s tax affairs 
  • who is responsible for tax affairs within Alliander  
  • how we apply tax laws and regulations 
  • our relationship with the Dutch Tax Administration 
  • how we control tax risk under our tax control framework 
  • how we ensure transparency about our tax policy 

For more details on this policy, see the Tax policy document (in Dutch). 

Tax Transparency Report

Alliander subscribed to the VNO-NCW Tax Governance Code in 2022. Based on this code, we prepared a Tax Transparency Report (in Dutch) for 2024. 

Downloads

Any further
questions? 

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