Corporate governance
Governance is about management and control, about responsibility and influence, and about supervision and accountability. Alongside the Management Board, the Supervisory Board and the shareholders, the internal audit function and external auditor play a key role in corporate governance as well.
Alliander voluntarily applies the Dutch Corporate Governance Code 2016 (“the Code”) where possible and relevant. We are not obliged to do this as the shares of Alliander are not listed on the stock exchange. Nevertheless, as a large company with a key role in society, we see it as our duty to report transparently on how we manage and supervise our company.
Corporate governance structure in outline
Alliander is a company with full statutory two-tier status. All shares are held by Dutch provinces and municipalities. Alliander N.V. has a two-tier board structure in which management and supervision are divided between two corporate bodies, i.e. the Management Board and the Supervisory Board The two boards act independently of each other. They are accountable for the performance of their duties to the General Meeting of Shareholders.
The corporate governance of Alliander is based on Book 2 of the Dutch Civil Code, the Code, the company’s Articles of Association and various sets of internal rules and by-laws. The Dutch Gas Act and the Electricity Act 1998 also contain various provisions that influence the governance of Alliander and its affiliated enterprises. In addition, based on its core values, Alliander has formalised a number of key rules of behaviour and requirements in a code of conduct (including the Guideline for the Prevention of Market Abuse) and a whistleblower policy.
The Articles of Association, various sets of rules and by-laws and other corporate governance documentation have been posted on the Alliander website. The website also offers a complete summary of Alliander’s standpoints relating to all principles and best practices from the Code (the ‘comply or explain’ summary).
Management Board
Duties and responsibilities
The Management Board is tasked with the management of Alliander. The Management Board’s responsibilities include:
the achievement of the objectives of Alliander and its affiliated enterprises
strategy and related risk profile
developments in results
the social aspects of entrepreneurship that are relevant to the organisation
the continuity of Alliander and its affiliated enterprises
In the performance of its duties, the Management Board is led by the interests of Alliander and the enterprises that are affiliated with Alliander. More specifically, the Management Board looks at the value that Alliander and the affiliated enterprises have in the long term. In so doing, the Management Board carefully weighs up the interests of the customers, the shareholders, the employees, the providers of capital, society and other stakeholders of Alliander.
The Management Board is collectively responsible for the management of Alliander in principle. That said, the different duties have been divided among the individual members of the Management Board. This division of duties has been approved by the Supervisory Board.
By-laws
The Management Board must adhere to the by-laws of the Management Board. These by-laws have been approved by the Supervisory Board and supplement all statutory provisions and Articles of Association. The by-laws set out provisions on the composition, duties, powers and procedures of the Management Board. They also contain rules regarding the relations with the external auditor, the Supervisory Board and the shareholders. In addition, the by-laws contain rules for dealing with an actual or possible conflict of interests and for other positions of the members of the Management Board.
Appointment and dismissal
The members of the Management Board are appointed by the Supervisory Board for an indefinite period. The Supervisory Board has drawn up a diversity policy for the composition of the Management Board. The Supervisory Board notifies the Committee of Shareholders of a proposed appointment. The Supervisory Board also has the power to suspend or dismiss members of the Management Board. The Supervisory Board will not dismiss a member of the Management Board before hearing the Committee of Shareholders.
Supervisory Board
Duties and responsibilities
The Supervisory Board supervises the policy pursued by the Management Board. It also supervises the operations of Alliander and the affiliated enterprises in general. Furthermore, the Supervisory Board fulfils the role of adviser and employer of the Management Board. The Supervisory Board of Alliander also acts as the Supervisory Board of network operator Liander N.V.
The supervision of the Supervisory Board encompasses various aspects of the policy pursued by the Management Board, including:
long-term value creation
the activities of the Management Board in relation to the corporate culture
the effectiveness of the internal risk management and control systems
the integrity and quality of the financial reporting
compliance with laws and regulations
interaction with the shareholders
In the performance of its duties, the Supervisory Board – like the Management Board – is led by the interests of Alliander and the affiliated enterprises and carefully weighs up the interests of the stakeholders. The Supervisory Board also gives due consideration to the social aspects of entrepreneurship that are relevant to the organisation.
The Supervisory Board fulfils its supervisory duties as a collegiate body with collective responsibility.
By-laws
In addition to the statutory regulations and the relevant provisions in the Articles of Association, the Supervisory Board also has by-laws to ensure its effective operation. These by-laws provide for such aspects as its composition, committees, duties and powers, meetings and decision-making. In addition, they set out rules regarding its interaction with the shareholders and the Works Council. The by-laws also contain rules for dealing with an actual or possible conflict of interests and for other positions held by the members of the Supervisory Board.
Appointment and dismissal
The General Meeting of Shareholders appoints the members of the Supervisory Board. This takes place upon the nomination of the Supervisory Board, with due regard to the profile drawn up by the Supervisory Board. The profile takes account of the nature and activities of the company and the required expertise and background of the Supervisory Board members. The General Meeting of Shareholders and the Works Council can recommend nominee Supervisory Board members. The Supervisory Board nominates one-third of the Supervisory Board members on the recommendation of the Works Council (‘enhanced right of recommendation’), unless the Supervisory Board objects to this recommendation giving reasons. The Committee of Shareholders also has an enhanced right of recommendation for the nomination of one-third of the Supervisory Board members.
A Supervisory Board member is appointed for a period of four years, after which he or she can be reappointed for a further four-year period. Thereafter, reappointment for a two-year period is possible, with a possible extension of no more than two years. Reappointment after a period of eight years must be reported and explained in the report of the Supervisory Board. The Supervisory Board may suspend any one of its members, but the Enterprise Section of the Amsterdam Court of Appeal is the only competent party to dismiss a Supervisory Board member. In addition, the General Meeting of Shareholders can withdraw its confidence from the full Supervisory Board, leading to the immediate dismissal of the members of the Supervisory Board. The Enterprise Section must be given an opportunity to form an opinion before this withdrawal of confidence takes place.
Supervisory Board Committees
The Supervisory Board has appointed two committees from among its members, i.e. an Audit Committee and a combined Selection, Appointment and Remuneration Committee. These committees prepare the decision-making of the Supervisory Board and thus contribute towards effective decision-making. The Supervisory Board remains collectively responsible for the decisions prepared by a committee. Each committee has its own by-laws setting out the role and responsibility of the committee, its composition and how the committee fulfils its tasks.
Audit Committee
The duties of the Audit Committee include:
supervising the integrity and quality of the financial reporting of Alliander
supervising the effectiveness of the internal risk management and control systems, including supervision of compliance with the relevant laws and regulations, and the effectiveness of codes of conduct
supervising the relationship with and the follow-up of recommendations and comments made by the internal auditor and the external auditor
nominating, appointing or reappointing, or removing the external auditor
supervising the role and effectiveness of the internal audit function
supervising the financing policy and financing of Alliander
supervising the risk management system in relation to the application of information and communication technology by Alliander, including risks in the field of cybersecurity
supervising the tax policy of Alliander
The chair of the Audit Committee is the first point of contact for the external auditor to report any actual or suspected irregularities in the financial reporting of Alliander.
Selection, Appointment and Remuneration Committee
The duties of the Selection, Appointment and Remuneration Committee include:
defining the remuneration policy to be pursued for the Management Board and the remuneration of the individual members of the Management Board
selecting and appointing/reappointing members of the Management Board and the Supervisory Board
appraising from time to time the performance of individual Management Board and Supervisory Board members
formulating succession plans for the Management Board and the Supervisory Board
preparing the Remuneration Report, in which Alliander accounts for its remuneration policy
General Meeting of Shareholders
Alliander organises a General Meeting of Shareholders within five months after the end of the financial year. The Management Board and the Supervisory Board provide the General Meeting of Shareholders with adequate information and clarification. The agenda of the General Meeting of Shareholders sets out which items are up for discussion and which items are to be voted on. The agenda includes the following items where as relevant:
discussion of the annual report
clarification of the company’s policy on additions to the reserves and on dividends (level and purpose of additions to the reserves, amount and type of the dividend)
external auditor’s clarification of the audit opinion
adoption of the financial statements and the dividend
approval of the management conducted by the Management Board (discharge of the Management Board members from liability)
approval of the supervision exercised by the Supervisory Board (discharge of the Supervisory Board from liability)
appointment of members of the Supervisory Board
discussion of each substantial change in the corporate governance structure of the company and in the compliance with the Code
approval of material changes in the Articles of Association
appointment or reappointment of the external auditor
All resolutions are passed on the basis of the ‘one share, one vote’ principle. Resolutions are adopted by an absolute majority of votes, unless the law or the company’s Articles of Association prescribe a larger majority. Extra meetings are held if the Supervisory Board or the Management Board considers this necessary. The agenda of the General Meeting of Shareholders is determined by the Management Board and the Supervisory Board. Shareholders can also convene meetings and/or put items on the agenda, as provided for in the law and the Articles of Association.
Alliander is committed to having as many shareholders as possible take part in the decision-making in the General Meeting of Shareholders. That is why the Management Board is delighted with the good attendance during the shareholder meetings of the past years.
Risk management
Risk management is the deliberate handling of uncertainties that can have a negative impact on the achievement of the strategy as adopted by the Management Board. An effective risk management and internal control system is therefore important. The Management Board endorses the significance of effective risk management. The risk management and internal control system is updated in line with internal and external developments. We apply the ‘three lines of defence’ model for risk management purposes. Each line of defence has its own responsibility in the management and control process:
The first line is primarily responsible for the identification, management and monitoring of the risks within its processes and for an effective risk management and control system.
The second line supports, advises, coordinates and sets frameworks to ensure that the management genuinely takes responsibility. It thus provides additional assurance within Alliander.
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. They give 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.
In addition, various other controls are in place to manage our risks, such as the Planning & Control Cycle, the Risk Management Framework, the Business Control Framework and the Alliander Accounting Manual. These control are discussed in other parts of this report. Management responsibility for supervising the quality of the management of our top risks also consists of three layers.
Alliander Resilience Committee. This Committee has the CFO as chairman, issues recommendations to the Management Board on privacy & security, compliance, risk acceptance, risk profile, external risk reporting requirements, exceptions of a temporary nature or events that diverge from the applicable risk policy and acceptance. The committee discusses internal and external risk reports, and monitors and advises on the follow-up on internal and external audits. Finally, it also promotes the embedding of risk management and internal control processes within the business units and chains of Alliander.
Management Board. The Management Board plays a proactive role in managing attitudes and behaviours regarding risk management and internal control. Every six months, the portfolio of top risks is discussed by the Management Board and the discussion of specific risks is frequently on the agenda. If necessary, the Management Board initiates the implementation of additional measures. Moreover, the Management Board monitors the risk management and control system, which it regularly tests against the expectations of, and developments at, our key stakeholders. The principal risks are set out in this annual report under Risks.
Supervisory Board. The Supervisory Board supervises the design and effectiveness of the risk management and control system. The portfolio of principal risks is discussed in the Audit Committee every six months. A summary of the discussion is given to the full Supervisory Board. The Management Board provides an explanation of the risk report, which the Audit Committee takes on board in its supervision. Possible adjustments to the risk management policy, including the risk-bearing capacity, are put to the Audit Committee before being introduced.
Internal audit function
Within Alliander, the Internal Audit Department performs the internal audit function. Internal Audit has an independent, objective role that provides assurance and performs advisory engagements in order to deliver added value and improve the operational activities of Alliander. The department supports Alliander in achieving its corporate objectives through the systematic evaluation and improvement of the effectiveness of the risk management, control and governance processes.
Every year, Internal Audit draws up an audit plan based on risk reports and the audit findings in consultation with the Management Board, the Audit Committee and the external auditor. This plan describes the proposed audit engagements for the coming year. In addition, the plan devotes attention to the interaction with the external auditor. The audit plan is submitted to the Management Board and then to the Supervisory Board for approval. Internal Audit reports the audit results to the Management Board and the essence of its audit findings to the Audit Committee and informs the external auditor. The audit findings will address, as a minimum:
flaws in the effectiveness of the internal risk management and control systems
any findings and observations with a material impact on the risk profile of Alliander and its affiliated enterprises
any failings in the follow-up on recommendations of the internal audit function
Internal Audit is an independent corporate support department operating under the responsibility of the Management Board. The Internal Audit Manager reports to the chairman of the Management Board and also has direct access to the Audit Committee and the external auditor and attends meetings of the Audit Committee. The Management Board appoints and removes the internal auditor in charge. Both the appointment and the removal of the internal auditor in charge is submitted to the Supervisory Board for approval, together with a recommendation from the Audit Committee.
External auditor
The external auditor is appointed by the General Meeting of Shareholders upon the nomination of the Supervisory Board. Deloitte Accountants B.V. has been the external auditor of Alliander and its affiliated enterprises since the 2016 financial year. The external auditor audits the financial statements and reports the findings of the annual audit to the Management Board and the Supervisory Board. The conclusion from the findings is set out in a report. The General Meeting of Shareholders can ask the auditor questions about the findings. The auditor attends the General Meeting of Shareholders for this purpose. He is authorised to speak at this meeting.
The Audit Committee reports annually to the Supervisory Board on the performance of, and 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 board report.
The external auditor attends the meetings of the Supervisory Board in which the external auditors’ report on the audit of the financial statements is discussed. The auditor also attends the meeting of the Supervisory Board in which the half-year figures are discussed. The external auditor attends the meetings of the Audit Committee, unless the Audit Committee decides otherwise. The external auditor immediately informs the chairman of the Audit Committee of an actual or suspected abuse or irregularity that is uncovered during the audit. If this actual or suspected abuse or irregularity concerns a member of the Management Board, the external auditor reports this to the chairman of the Supervisory Board.
Compliance with the Code
The Management Board and the Supervisory Board are jointly responsible for corporate governance at Alliander and for compliance with the Code. The Code is based on the ‘comply or explain’ principle, meaning that there is scope to depart from principles and best practice provisions. The Management Board and the Supervisory Board render account for complying with the Code to the General Meeting of Shareholders and provide a substantive and transparent explanation for any departures from the Code.
Provisions not applicable to Alliander
A number of best practice provisions do not apply, the reasons being that Alliander is a company with full two-tier status and that the shares of Alliander can exclusively be held by Dutch government bodies (lower or otherwise) and are not listed on a stock exchange. In addition, our Articles of Association stipulate specific requirements concerning shareholder quality and Alliander is not protected by any anti-takeover measures. Moreover, the best practice provisions relating to share-based payment, issuance of depositary receipts for shares, financing preference shares and institutional investors do not apply.
Based on the above, the following best practice provisions did not apply to Alliander in 2018:
2.8.2 (informing the Supervisory Board about requests for inspection by competing bidder): Alliander shares are not listed on a stock exchange.
2.8.3 (management board’s position on a private bid): Alliander shares are not listed on a stock exchange.
3.3.3 (share ownership): under the Articles of Association of Alliander, shareholders must meet specific quality requirements to be eligible for share ownership. These are known as the quality requirements. Based on these quality requirements, shares can only be held, directly or indirectly, by the State, a province or a municipality.
3.4.2 (agreement of management board member): at Alliander, management board members are appointed by the Supervisory Board. The Supervisory Board notifies the General Meeting of Shareholders – or the Committee of Shareholders – of a proposed appointment. The salary components of the management board members are transparently reported and published in the Remuneration Report.
4.2.5 (management board contacts with press and analysts): Alliander shares are not listed on a stock exchange.
4.2.6 (outline of anti-takeover measures): Alliander is not protected by any anti-takeover measures.
4.3.3 (cancelling the binding nature of a nomination or dismissal): Alliander is a two-tier company.
4.3.4 (voting right on financing preference shares): Alliander has not issued any financing preference shares.
4.3.5 (publication of institutional investors’ voting policy): Alliander has no institutional investors as shareholders as referred to in the Code.
4.3.6 (report on the implementation of institutional investors’ voting policy): Alliander has no institutional investors as shareholders as referred to in the Code.
4.4.1 to 4.4.8 (issuing depositary receipts for shares): no depositary receipts have been issued for Alliander shares.
5.1.1. to 5.1.5 (one-tier governance structure): Alliander has a two-tier governance structure.
Departures from/qualifications of the Code
The vast majority of provisions are adhered to where applicable. For a number of best practice provisions, Alliander adds a qualifying statement and/or does not apply the best practice provision either in part or in full.
Code Text | Explanation of departures from the Code |
2.1.7 Independence of the Supervisory Board The composition of the Supervisory Board is such that the members are able to operate independently and critically vis-à-vis one another, the Management Board and any particular interests involved. In order to safeguard its independence, the Supervisory Board is composed in accordance with the following criteria: i. any one of the criteria referred to in best practice provision 2.1.8, sections i. to v. inclusive should be applicable to no more than one Supervisory Board member; ii. the total number of Supervisory Board members to whom the criteria referred to in best practice provision 2.1.8 are applicable should account for less than half of the total number of Supervisory Board members; iii. for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the company, there is no more than one Supervisory Board member who can be considered to be affiliated with or representing them as stipulated in best practice provision 2.1.8, sections vi. and vii. | The Supervisory Board adheres to the principle that all its members should be independent within the meaning of best practice provision 2.1.8. |
2.2.1 Appointment and reappointment periods – Management Board members A Management Board member is appointed for a maximum period of four years. A member can be reappointed for a term of up to four years at a time, which reappointment should be prepared in a timely fashion. The diversity objectives from best practice provision 2.1.5 should be considered in the preparation of the appointment or reappointment. | Members of the Management Board are appointed for an indefinite period. As the members of the Management Board act from a strategic long-term perspective, a limited appointment period would not be appropriate. |
2.3.2 Establishment of committees | Alliander has set up an Audit Committee. As their tasks are closely related, the Remuneration Committee and the Selection and Appointment Committee have, for practical reasons, been combined in the Selection, Appointment and Remuneration Committee. |
2.3.4 Composition of committees The Audit Committee or the Remuneration Committee will not be chaired by the chairman of the Supervisory Board or by a former member of the Management Board of the company. More than half of the members of the committees are independent within the meaning of best practice provision 2.1.8. | All members of the Supervisory Board and hence of of the committees are independent. |
2.3.7 Vice-chairman of the Supervisory Board | The Supervisory Board has decided not to appoint a vice-chairman. The meetings of the Supervisory Board are led by the chair or, in her absence, by one of the other members of the Supervisory Board who is designated for this role by majority vote by the members of the Supervisory Board who are present or represented at the meeting. |
2.4.3 Point of contact for the performance of Supervisory Board and Management Board members | No vice-chair has been appointed within the Supervisory Board. Each individual Supervisory Board member acts as a point of contact for individual members of the Supervisory Board and Management Board regarding the performance of the chair. |
3.1.2 Remuneration policy | As the Management Board is not awarded any form of variable remuneration, analyses of possible outcomes of the variable remuneration components are not relevant. As Alliander shares are not listed on a stock exchange, there is no market price for the shares, nor can this be taken into account in the considerations by the Supervisory Board. In addition, the Articles of Association of Alliander contain specific quality requirements that shareholders must meet to obtain shares. Based on these quality requirements, shares can only be held, directly or indirectly, by the State, a province or a municipality. |
3.2.3 Severance pay | Under certain conditions, this one-off payment is also made if a member of the Management Board resigns and cannot be reasonably required to continue the employment contract. Relevant examples include a change of control of the company or an irreconcilable difference of opinion on company policy. |
3.4.1 Remuneration report | The Management Board does not participate in any variable remuneration scheme. |
4.1.10 Report on General Meeting of Shareholders The report on the General Meeting will be made available, on request, to the shareholders no later than three months after the meeting, following which shareholders will have the opportunity to respond to the report in the following three months. The report will then be adopted in the manner provided for in the Articles of Association. | Alliander will send the report proactively to all shareholders within three months of the General Meeting. |
4.2.3 Meetings and presentations Analyst meetings, analyst presentations, presentations to institutional or other investors and press conferences will be announced in advance on the company's website and by means of press releases. Analysts' meetings and presentations to investors will not take place just before the publication of the regular financial information. All shareholders will be able to follow these meetings and presentations in real time, by means of webcasting, telephone or otherwise. After the meetings, the presentations will be posted on the company's website. | Alliander shares are not listed on a stock exchange, but Alliander has issued five stock exchange-listed bonds. Alliander communicates in a transparent manner that is tailored to the target group. To illustrate, Alliander organises meetings with bond investors, institutional investors and shareholders after publication of the half-year and annual figures. Investor Relations gives advance notice of these meetings by email. Alliander also organises a press conference after the publication of its half-year and annual figures. These are announced in advance via the website. In addition, Alliander organises annual (and, if necessary, ad hoc) one-to-ones with rating agencies after the publication of the annual figures. Alliander subscribes to the principle of simultaneous provision of information to all shareholders but, in view of the disproportionate costs of using resources such as webcasting and special telephone lines, finds it too costly to give all shareholders an opportunity to simultaneously attend the meetings and presentations mentioned in the best practice provision. Alliander does ensure, however, that presentations are posted on its website after the meetings. |
4.3 Casting votes | The shareholders of Alliander are not given an opportunity to vote remotely or to communicate with all other shareholders. Historically, there is little need for this, in view of the high attendance at the General Meeting of Shareholders (on average more than 80% of the issued capital is represented at the meeting). In addition, proxy voting forms are enclosed in the convocation to the meeting. |
Corporate governance statement
This is a statement about corporate governance as referred to in the Decree on the content of the Management Board Report of 1 January 2018. The information that is required to be included in this Corporate Governance Statement pursuant to Article 3a(a) and (d) of the Decree can be found in the chapters, sections and pages of this Report of the Management Board for 2018 and should be considered as inserted and reiterated here:
the main features of the internal risk management and control system relating to the financial reporting process of the Alliander Group (Article 3a(a) of the Decree on the content of the Management Board Report) are set out in the Risks section
the diversity policy relating to the composition of the Management Board and the Supervisory Board stating the objectives of the policy, the method of implementation and the results of this policy in the past financial year (Article 3a(d) of the Decree on the content of the Management Board Report) is set out in the Report of the Supervisory Board
Other regulators
External organisations supervise Liander in its capacity as a network operator that is active in a regulated environment. They supervise such aspects as compliance with specific legislation and regulations.
Integrity
Alliander sees integrity as a key aspect of its corporate culture, which is why various arrangements have been put in place to safeguard integrity within its organisation.
Codes of conduct
Companies with strong standards and values are more successful in the long term than companies that are less ethically conscious. The way in which we conduct ourselves in our day-to-day work therefore largely determines how successful we are in achieving our objectives. The Alliander Code of Conduct sets out how we are expected to deal with each other, our business partners, company and personal interests, business assets, confidential and non-confidential information and safety. In this way, we protect customers, associates and the reputation of Alliander, and jointly safeguard a pleasant and safe working environment. Failure to adhere to the code can have serious consequences and may even lead to dismissal.
The Management Board monitors the effectiveness of, and compliance with, the Alliander Code of Conduct. Every six months, the Management Board informs the Audit Committee of the Supervisory Board of its findings and observations in relation to the effectiveness and compliance. These reports are based on investigations into suspicions of violation of the Alliander Code of Conduct. The Internal Audit Department acts as a Fraud Disclosure Desk and has specialist expertise to investigate reported incidents. One officer of the Fraud Disclosure Desk is a member of the association of certified fraud examiners (ACFE) with a continuing professional education obligation. The Fraud Disclosure Desk completed 26 investigations into fraud and incident reports in the year under review. In nine cases, the management involved decided to impose a measure or sanction.
Every new employee is informed about the Alliander Code of Conduct for employees by means of a letter. In addition, employees take a mandatory e-learning course dealing with subjects relating to the code of conduct. The e-learning course helps employees to become even more conscious of integrity requirements and challenges. Integrity issues and ways of dealing with dilemmas in this field are also discussed in team meetings. This concerns such aspects as anti-corruption measures, prevention of conflicts of interest, dealing with gifts and dealing with confidential information.
In addition, all contracted suppliers of Alliander have committed to the Alliander Vendor Code of Conduct. This Code of Conduct is based on the guidelines of the Organisation for Economic Cooperation and Development (OECD) and requires vendors as well as their suppliers and manufacturers to adhere to ethical and fair business practices.
Handling complaints
The integrity policy includes a Complaints Procedure for Inappropriate Behaviour and a Whistleblower Policy. Employees can also raise concerns in confidence with Nominated Officers within Alliander. The Whistleblower Policy lays down how suspicions of abuse must be reported and handled within Alliander. This guarantees that every employee can report actual or suspected abuses of a general, operational and financial nature within Alliander. The Whistleblower Policy encourages employees to report every complaint or inappropriate situation within the organisation. They can do so internally to their manager, the Fraud Disclosure Desk or the Nominated Officer for whistleblowers. Incidents can also be reported to an external party under the protection of the Whistleblower Policy.
Once every six months, the Nominated Officer for whistleblowers provides the Management Board and the Audit Committee of the Supervisory Board with a list of whistleblowing reports received and the actions taken in response to these reports. All actual and suspected abuses and irregularities are immediately reported to the chairman of the Supervisory Board.
Guideline for the Prevention of Market Abuse
The Guideline for the Prevention of Market Abuse draws on the Alliander Code of Conduct and the European Market Abuse Regulation. The aim of the Guideline for the Prevention of Market Abuse is to set out in clear terms that employees are not permitted to share inside knowledge or use inside knowledge to conduct personal trading transactions in financial instruments of Alliander. The Guideline for the Prevention of Market Abuse describes the rules of conduct. This Guideline is also applicable to the members of the Management Board and the Supervisory Board.
The by-laws of the Management Board and the Supervisory Board stipulate that members of the Management Board and the Supervisory Board must adhere to disclosure and insider trading requirements that apply pursuant to the law or stock exchange regulations with regard to the ownership of or transactions in securities in listed companies.