This year, the Supervisory Board held four ordinary and three extraordinary meetings. All the meetings were attended by the Executive Board, appointed under the Articles of Association. Topics discussed in the ordinary meetings included:
- Financial affairs of ECN and NRG, including the annual report and accounts, periodic financial reports, investment plan, operational plan and participations
- R&D plan, developments regarding subsidies from the Ministry of Economic Affairs, the government's vision on applied research, substantiation of the project restructuring process, status report of the Collective Labour Agreement of ECN/NRG
- Crisis situation in NRG's High Flux Reactor, financing strategy for the High Flux Reactor, investments in and price trends of isotopes in relation to the High Flux Reactor, PALLAS
- Approval of the new Articles of Association and regulations of ECN, the Strategic Goods and Services Act (Wet strategische goederen en diensten)
- Progress of the Radioactive Waste Management Programme, fund creation for radioactive waste
- Implications of the Supreme Court of the Netherlands' ruling on the dispute between ECN and the Association of Former Employees of ECN and NRG (Vereniging Oud-Medewerkers ECN & NRG, OMEN)
An extraordinary meeting of the Supervisory Board was held on 6 May 2013, which was devoted to the discussion of the continuity of NRG and NRG's need for financing in order to operate the High Flux Reactor in the coming years in a safe, reliable and financially sound manner. Mr C.P. Jongenburger was unable to attend this extraordinary meeting.
Another extraordinary meeting was held on 4 November 2013, which was devoted to the discussion of various continuity scenarios in relation to the situation at NRG. The safety culture of NRG was also discussed.
Finally, a third extraordinary meeting was held on 13 December 2013, which was devoted to the discussion of the continuity of ECN and NRG and meetings with the Ministry of Economic Affairs on this matter, the status of NRG's recovery plan, and ECN's liquidity forecast. The audit report on the radioactive waste project (radioactief afvalproject, RAP) was also discussed at this meeting.
A member of the Supervisory Board was present at two of the four consultation meetings held between the Works Council and the director.
Mr B.C. Fortuyn attended the meetings of the Board as an adviser during the second half of 2013, before joining the Board as a member on 1 January 2014. We are grateful to him for his expert advice.
The Supervisory Board has two committees: the Audit Committee and the Remuneration and Appointments Committee. Both are responsible for preparing special topics for discussion by the Supervisory Board. In the context of the Corporate Governance, the Supervisory Board drew up and approved regulations for both committees in 2005.
In 2013, the Audit Committee consisted of Mrs M.A. Scheltema (Chairperson until 1 April 2013), Ms L. Pool (Chairperson as of 26 November 2013), Prof. H. Bijl (from 26 November 2013 onwards) and Mr G.H. Verberg (member until 1 June 2013). The Audit Committee met once in 2013. At this meeting, the following topics were discussed:
- Annual accounts and the auditor's report
- Fund creation for radioactive waste
- Long-term liquidity forecast for ECN
- Change in the corporate form of ECN Nuclear BV
The Remuneration and Appointments Committee consists of Dr A. Veenman (until 1 March 2013), Dr C.P. Jongenburger (Chairman), Mr P. de Krom (as on 26 November 2013) and Prof. H. Bijl (until 26 November 2013). The Remuneration and Appointments Committee met four times in 2013. Topics discussed included the following:
- Composition of the Supervisory Board and its committees
- Nomination and appointment of the new Chairman
- Remuneration and objectives of the Director appointed under the Articles of Association
- Senior Officials in the Public and Semi-Public Sector (Standards for Remuneration) Act (Wet normering bezoldiging topfunctionarissen)
Pursuant to the regulations, any conflicting interest of a member of the Supervisory Board, the Executive Board and the external auditor that is of material importance to ECN or the person in question must be immediately notified to the Chairman of the Supervisory Board. There was no such notification in 2013. The provisions of the regulations relating thereto have been respected.
In the opinion of the Supervisory Board, the requirement that each of its members should be independent (with the exception of maximum one person) was fulfilled. The Supervisory Board considers all its members to be independent.
In 2013, the composition of the Supervisory Board changed. Dr A. Veenman resigned on 1 March 2013 as member and Chairman of the Board. Mr G.H.B. Verberg served as his replacement until 1 June 2013 and stepped down as of 1 June 2013 as member and Chairman, upon the expiration of his term of appointment. Mrs M.A. Scheltema stepped down as on 1 April 2013 as a member of the Board. Mr P. de Krom was appointed on 1 July 2013 as member and Chairman of the Board for a term of four years. Ms L. Pool joined on 15 November 2013 as a member of the Board for a term of four years.
Review and outlook
ECN closed 2013 with a positive result and achieved its target in terms of contracts to be secured. This shows that the reorganisation, initiated in 2011, has borne fruit. In addition, after years of economic downturn, more orders were again placed with companies in the second half of 2013. This also had a favourable effect in terms of contracts awarded by these companies to ECN.
In contrast to ECN's positive financial result, are the significant financial problems faced by NRG in 2013. These were caused by the ageing High Flux Reactor, which had to be shut down for a large part of the year for safety reasons. The reactor is again in operation since February 2014, but it will still be a number of years before the new PALLAS reactor can be commissioned. The question arises whether the historically established affiliation between ECN and NRG offers sufficient added value for both organisations to justify retaining this in the future.
The Supreme Court ruling on the dispute between ECN and the Association of Former Employees of ECN and NRG (OMEN) is also a reason for satisfaction. With this, the Supreme Court annulled the ruling of the Amsterdam Court of Appeal and remitted the matter for consideration to The Hague Court Court of Appeal, in a manner that is favourable to the position of ECN. This is reassuring, and we hope that this matter can be finally closed by ECN in the foreseeable future.
After a few turbulent years, ECN is now a renewed organisation, with a clearly positive influence at home and far beyond the borders of the Netherlands. An institution of which we can be proud. Many thanks to our management and staff for their tremendous and continued dedication in 2013 to achieving this objective.
Leidschendam, mei 2014,
Paul de Krom,
Chairman of the Supervisory Board