Report of the Supervisory Board

As Supervisory Board, we supervise and give advice (both solicited and unsolicited) to the management of N.V. Nederlandse Gasunie, hereafter also referred to as Gasunie or the company, with regard to formulating and achieving the company’s objectives, strategy and policy. We act as the employer of the Executive Board.

Composition and organisation

The composition of our Board did not change in 2015. In the years 2013 and 2014, we welcomed three new members. In the appointment process, we used a competence profile drawn up in conjunction with the shareholder. The composition of our Board is diverse and balanced, and all relevant skills are sufficiently represented. The Chair of the Board is Mr Rinse de Jong, and the Vice-Chair is Mr Dirk Jan van den Berg.

Our Board has two committees: the Audit Committee, consisting of Ms Jolanda Poots-Bijl (Chair) and Messrs Jean Vermeire and William Schoeber; and the Remuneration, Selection and Appointments Committee, consisting of  Ms Martika Jonk (Chair) and Messrs Dirk Jan van den Berg and Rinse de Jong.

Having now worked a full year in this composition, we arranged for our performance to be appraised in the autumn of 2015 by an independent consultancy firm. This appraisal involved questionnaires and interviews. In addition, all members of our Board, the Executive Board, the Secretary and the shareholder took part in a 360ᵒ appraisal, in which they gave their opinion on the functioning of our Board and the quality of collaboration with our Board. The consultancy firm discussed this approach, the results of the questionnaires and the analyses of the interviews with the Chair, and shared a written report with those involved. Finally, a meeting was held at which all stakeholders (except the shareholder) were represented.

Our Board experienced the appraisal process as professional and constructive, yielding valuable insights into how we can support the company and its management more effectively. The main findings relate to how we can deepen the company’s relationship with the State as shareholder in a broad sense, and thereby help Gasunie in pursuing its vision and mission. This is especially important at a time when the long-term future of gas within society is no longer seen as self-evident. A number of useful suggestions were also made with regard to creating more room in our meetings for the main strategic and substantive issues that are relevant here.

Way of working
We have adjusted our way of working so that we have more time to discuss matters related to, or arising from, the role the company sees for itself, i.e., as a leading European infrastructure company in the gas space in general. The company has some valuable assets. On the one hand, it has a physical infrastructure that forms part of the most important European gas corridors. On the other hand, it has extensive knowledge and expertise in construction and operations, in creating open and transparent markets (TTF), and in realising international connections with other TSOs in Europe. In this regard, much attention is devoted to independent and well-organised governance, to ensure that the international gas flows are transported as safely, reliably and efficiently as possible. The totality of these activities (also referred to as the ‘gas roundabout’) is of great importance for the management of energy and heat in the Netherlands and north-west Europe, and as such deserves our active attention.

Our Board met on nine occasions during 2015, including three times in the form of a conference call. Most meetings took place at Gasunie’s headquarters in Groningen, but we also met in Bremen, close to a major hub of international gas pipelines belonging to Gasunie Deutschland, which we also visited. All members of the Supervisory Board were present at all meetings.


We exercise our supervision of the Executive Board through frequent, intensive meetings with the management of Gasunie, both in plenary sessions and via the two committees. Management in this respect consists of the Executive Committee, i.e., the two members of the Executive Board, together with the General Directors of the Dutch (GTS) and German (GUD) regulated activities, the General Director of Participations & Business Development, the Director of Legal Affairs, Regulation & Communication and the Director of Personnel & Organisation. This group constitutes the de facto management of the company, led by the Executive Board, which makes it the relevant group for us to consult with. In this way, we have direct access to the statutory management, which we supervise formally, as well as to those operationally responsible for Gasunie’s main activities. Where useful and necessary, we also invite other managers to give presentations to us or to inform us in any other way on a wide range of topics. This not only gives us more substantive insight into the topics discussed, but also gives us insight into the management levels below the Board. This helps us to develop a good understanding of the quality and succession potential of the organisation. Because we also wished to form an impression of ​​the quality of the organisation’s leadership and succession potential, in 2015, we started discussions with the Executive Board on the potential of Gasunie’s current and future leaders. In 2015, together with the Executive Board, the Supervisory Board also considered the question of what the most appropriate form of management for Gasunie would be, and subsequently the best form of governance. These discussions, in which the shareholder is also involved, are expected lead to a change in governance in 2016.

Topics covered

We reviewed many topics in the course of 2015. The matter of safety is always at the top of the agenda for all our meetings, just as it is for the meetings of the Executive Board and the Executive Committee for that matter. The safety of our employees, customers and local residents, as well as the integrity of our assets, deserve our full attention. The discussion relating to a number of fixed agenda items, such as risk management, financial results, taxation, financing, regulation, the business plan, automation and related safety aspects, remuneration, and governance is prepared before the meetings by one of the two committees. This means that, in the plenary meeting, we only need to deal with any additional questions, and can take the required decisions. As mentioned above, we will streamline this way of working even further in order to create more time to discuss substantive issues of importance to the role and position of Gasunie in the ever broader energy debate.

In addition to these operational issues, we devoted considerable attention to the company’s strategy and the alignment with the Ministry of Finance, as direct shareholder, and the Ministry of Economic Affairs, as policy ministry in the field of energy. The strategy is closely linked to the public task that Gasunie performs, i.e., the safe, reliable and efficient transport of gas for its customers. In the case of transport for Dutch customers, this public task is performed by GTS. However, Gasunie's role is wider, in the sense that it also co-manages the international connections with Germany, Belgium and the UK. Gasunie Deutschland operates an extensive transmission grid in north-west Germany, linking up with the transport network of Denmark and the important supply lines from Russia (Nord Stream) and (indirectly) Norway. In this way, safe, reliable and affordable diversification of gas supplies to north-west Europe becomes possible. This is also in the interest of the Dutch energy and heating system.

Besides these tasks, Gasunie provides a number of support activities aimed at enhancing the reliability and efficiency of the gas supply, and on facilitating a liquid gas market that leads to transparent pricing for all parties involved.

Security of supply
Gasunie sees it as part of its public task to seek value retention of its tangible and intangible assets. This implies playing an active role in relation to national and international decision-making regarding the energy supply of north-west Europe, the heartland of Gasunie’s operations. After all, active control of the routing of gas flows to or via the Netherlands is of great importance for the security of supply – not only for the Netherlands (in the light of the ‘Groningen Debate’), but also for our neighbouring countries for which we co-manage the connections – and ultimately for the value of our company. Such an active approach could, in our view, consist of intensive collaboration with other infrastructure companies in Europe, or of engaging in debates about future (EU) laws and regulations. Our goal here would be to become a sparring partner and help shape the outcome of discussions. Obviously, the public interest, proportionality, risk profile and investment all need to be weighed against each other here. As Supervisory Board, we wish to take an active part in this debate with a view to the undisrupted performance of the public task.

Outlook demand for gas transport
The Dutch Government’s Energy Report confirms that, as a flexible and relatively clean source of energy, gas will have a key role to play during the long transitional period towards a fully sustainable energy supply. Dutch society is struggling to find the best way of benefiting from its still sizeable and economically significant gas reserves – and to do so safely and for as long as possible. Following the recent earthquake problem, production levels of Groningen gas have been reduced. This lost production can be compensated for in several ways. The manner in which replacement is arranged could have important implications for how the network capacity managed by Gasunie is used in the future. It is clear that, for the foreseeable future, the Netherlands will not have enough production capacity from its own gas fields to meet the total current and future demand for energy and heat in the Netherlands and that of contracted foreign buyers of Dutch natural gas. This includes gas from ‘small’ fields and energy from alternative sustainable sources. This means that, for a long time, it will still be necessary to import gas to facilitate the transition to a sustainable energy and heat system. The main current – and future – suppliers of this gas are Russia and Norway, as well as several LNG producers. To make the various qualities of gas suitable for use with domestic equipment, Gasunie, in close cooperation with the Ministry of Economic Affairs, is making a substantial investment to expand its nitrogen capacity.

Energy transition
One of Gasunie’s strategic pillars is to facilitate the transition to a more sustainable use of energy. Part of this is involves ‘greenifying’ gas and energy transport. This can be achieved, for example, by mixing natural gas with as much gas as possible of sustainable origin (mostly gas from biomass) and by participating in sustainable energy projects. Gasunie has already launched a number of such projects, which will become increasingly effective as time goes on. We regularly discuss these matters with the Board. We have also sought advice about a portfolio of investment projects, based on innovative ideas designed to facilitate the production of green gas. In these projects, Gasunie has the role of co-investor in the infrastructure. In this way, together with partners, Gasunie can facilitate the transition to a sustainable supply of energy by providing solutions that, in part, continue to make use of our network.

We believe that, as an infrastructure company, Gasunie can, par excellence, play a role in activities that also allow for innovative initiatives with regard to the energy transition. These initiatives should come mainly from the market. However, experience has taught us that, often, parties only move if a technology or idea proves its value in practice. Gasunie and related companies can play a stimulating and facilitating role here. In this way, the government will be investing indirectly in a more sustainable society. This seems in line with the priorities that politicians have also set themselves in the climate debate. As Supervisory Board, we seek to encourage this development through stimulating discussion and issuing challenges.

New employment conditions
With respect to the internal organisation of Gasunie, two important issues required our attention.  The first relates to the unrest that arose in 2014 regarding the proposal for a new remuneration policy. The second relates to the development of a new transport management system. Regarding the first point, the need for a new policy was not sufficiently clear to employees, resulting in a loss of confidence in the organisation. The developments relating to gas mentioned above will have a predictable, adverse effect on income in the future. Legitimate stakeholder interests require of the Executive Board (and the Supervisory Board) that they think about such a development in good time, and respond in a timely manner. This can also protect the interests of other stakeholders, such as shareholders in the form of Dutch society. The organisation will need to be more flexible and agile. Employees, too, will need to keep developing continuously. Sustainable employability is promoted through training and competence development. An intensive discussion took place in 2015 between the company, the Works Council and the relevant unions concerning sensible and sustainable employment conditions and HR policy for the next 5 to 7 years, including terms in line with the market. This has led to a unique partnership, with the three parties jointly submitting a package of measures to the employees. This package is the first step in a process in which material employment conditions can be ‘exchanged’ for training and development. The financial contributions to this package come from both the employees and the employer. We are very pleased with the results achieved so far, and are impressed by the innovation and willingness of all concerned to think ‘outside the box’. We have also complimented them on this. At the same time, we would remark that any structural change in external conditions should lead to a new dialogue. This is also implicitly agreed in the present package, where the partners, in an ongoing dialogue, monitor HR and employment conditions policy. We are continuing to follow this process closely, keeping in mind the interests of all stakeholders.

New transport management system
The second important internal issue is the replacement of the management system of our gas transport network. The existing system was originally developed in-house and then built and rebuilt many times to accommodate changes in market behaviour and/or regulations. The system is now approaching the end of its life. Several years ago, Gasunie looked into possible alternative systems. However, such systems turned out not to exist (at least not for gas), and a kind of ‘next best’ solution has now been chosen. In close cooperation with two software suppliers, an existing management system for electricity is being converted into a management system for gas infrastructure. This is a major project, and given the complexity and the robustness required of the solution, we are following it closely. The history of large IT projects and government organisations is not good. Gasunie therefore, together with the suppliers, designed a step-by-step approach, with short-cycle milestone reports. Several members of our Board, along with the management, discussed the IT and project management, with a focus on the estimated requirements of the management structure. This is further complicated by the fact that the suppliers are working on the joint solution at two different, geographically distant locations from each other. Gasunie employees and consultants check on progress very regularly through video conferencing, and also on the spot. Reports on progress are made to us, and these have so far been in line with the plans.

Information security
A related matter is a session at which members of the Audit Committee and the Chair of the Board, together with the Board, management and IT security employees, talked with an outside party about cybersecurity. Gasunie operates a top-rank, flexible infrastructure, has access to the best-connected sources in the Netherlands in this field, and has also organised itself in accordance with the corresponding implicit standard. The discussion confirmed this approach, but also how rapidly circumstances in this field are changing and that constant vigilance is required.

Audit Committee

The Audit Committee assists the Supervisory Board in supervising the Executive Board on matters such as the installation and proper functioning of the internal risk management and control systems, the financial reporting process and installing and maintaining associated internal procedures, the financing of the company and its relationship with the internal and external auditors.

The Audit Committee met five times in 2015, including one telephone conference. Besides the members of Audit Committee, the CFO, the operational auditor and the external auditor were all present on all occasions, as well as senior staff members of the Group Finance Department.

The agenda included regular items, such as periodical internal and external financial reporting, the business plan (including efficiency targets), taxation, financing, the operational auditor’s periodical reports and working schedule, the external auditor’s audit plan, the management letter and the auditor’s report, the Document of Representation of governance, the risk matrix and the control of the main risks, the developments in information technology, and the organisation and effectiveness of security with regard to safe and reliable gas transport/corporate security. The Audit Committee also discussed the valuation models and received an update of the activities relating to fraud awareness.

In connection with the mandatory rotation of the external auditor, Gasunie passed from EY to PricewaterhouseCoopers (PwC). At the meeting of the Audit Committee of March 13, both external auditors were present, EY for the treatment of the annual financial statements for 2014 and PwC because it will be conducting the audit of the accounts of Gasunie with effect from the financial year 2015.

From time to time, the Chair of the Audit Committee speaks directly with the external auditor, usually in the presence of the Chief Financial Officer of Gasunie. The discussions and findings of the Audit Committee are reported in the plenary meetings of the Supervisory Board. The Committee’s meeting documents and minutes will be made available to all Supervisory Board members.

Reporting under the whistleblower scheme
Following the announcement in 2014 of a ‘suspicion of wrongdoing’, concerning a possible flaw in a tender procedure by an employee of Gasunie, this matter has since been reviewed by a law firm. The review contained a number of recommendations for improving our processes, which were converted into specific actions. These were discussed in the Supervisory Board in 2015 and have now been implemented.

Remuneration, Selection and Appointment Committee

The Committee met three times in 2015. In addition to regular subjects, such as the achievement of the objectives for the purpose of determining the variable remuneration for 2014, the adoption of new collective and individual targets according to the budget of 2016, the annual report for 2014 and the remuneration section concerning 2015, the Committee also discussed the management of the company, developments regarding the employment conditions policy of the Executive Board, and the recovery of variable remuneration from former members of the Executive Board.

Remuneration structure of the Supervisory Board

The remuneration received by members of the Board exercising their duties is given in the following table. These exclude reimbursement of travel costs and other expenses.

Position Remuneration per year
Chair of the Supervisory Board (or Interim Chair) € 30.000
Vice-Chair of the Supervisory Board € 22.000
Member of the Supervisory Board € 20.000
Chair or member of the AC € 5.000
Chair or member of the BBC € 2.000

The remuneration paid over 2015 and 2014 is shown in the financial statements.

Meetings with the Works Council

The custom at Gasunie for members of the Supervisory Board to attend at least two meetings of the Works Council a year was also followed in 2015. During 2015, Mrs Jolanda Poots-Bijl and Mr Rinse de Jong each attended a consultative meeting (in June and November respectively). The autumn meeting was preceded by an informal ‘grass-roots lunch’, when the Board member could talk directly with the employees of the site where the meeting was being held.

Word of appreciation

The Board wishes to thank the Executive Board, the management and all employees for their commitment and dedication in 2015. Through their commitment and professionalism, they ensured that Gasunie customers were provided with a safe and uninterrupted supply of gas in 2015.

16 March 2016,

Supervisory Board of N.V. De Nederlandse Gasunie

Rinse de Jong, Chair
Dirk Jan van den Berg, Vice-Chair
Martika Jonk
Jolanda Poots-Bijl
Willem Schoeber
Jean Vermeire

Corporate Governance


N.V. De Nederlandse Gasunie (Gasunie) is a public limited company whose sole shareholder is the Dutch State. The shares are held by the Ministry of Finance. The company is subject to a mitigated structure regime. The governance structure is based on Book 2 of the Dutch Civil Code, the Corporate Governance Code, the company’s articles of association and various internal regulations. Various provisions affecting the governance of the company are also contained in the Gas Act.

Executive Board and Executive Committee

In 2015, the Executive Board consisted of two people. In principle, the Board meets once a week. The Board is collectively responsible for the management of the company, as well as the general affairs of the various subsidiaries. Most meetings take place in the broader context of the Executive Committee. The Executive Committee consists of the Executive Board plus the managing directors of the Dutch (GTS) and German (Gasunie Deutschland) network operators, the General Director of Participations & Business Development, the Director of Legal, Regulatory & Public Affairs, and the HR Director.

Supervisory Board

The composition of the Supervisory Board in 2015 is described elsewhere in this Annual Report. The Board meets at least four times a year. The Board acts as the employer of Gasunie’s Executive Board members, supervises the management and supports it with advice. In accordance with the Gas Act and the articles of association, important decisions to be made by Gasunie Transport Services B.V. are also submitted for approval to the Supervisory Board of Gasunie. The Board has two sub-committees: the Audit Committee (which supervises, in particular, the risk management and audit systems, the annual and semi-annual financial reporting, as well as the financing of the company and its pension schemes) and the Remuneration, Selection & Appointments Committee. The meetings of the Committees are discussed at the meetings of the complete Board, on the basis of which decisions are made.

Compliance with the Dutch Corporate Governance Code

The Dutch Corporate Governance Code is applied by state participations, and thus also by Gasunie. Where possible, the principles and best-practice provisions have been implemented in our articles of association and in various regulations. Since Gasunie is not a listed company, principles and best-practice provisions that are directly related to stock exchange listing are not applicable.

We confirm compliance with best-practice provisions II.3.4 and III.6.3, which state that transactions in which there is a conflict of interests, carried out by members of the Executive Board or Supervisory Board, must be mentioned in the Annual Report. In 2015, no such transactions took place.
A few of the principles and best-practice provisions that are applicable to our company are not applied. In accordance with the Corporate Governance Code, those that are not adhered to are detailed below:

Executive Board

II.2.12 The remuneration report shall be posted on the company’s website.
Reason for departing from this best practice:
In our annual report, we transparently describe Gasunie’s remuneration policy, approved by the shareholder, and the actual implementation thereof by the Supervisory Board in the year under review. The Annual Report is published on Gasunie’s website.

Supervisory Board

III.5 If the Supervisory Board consists of more than four members, the Board shall appoint from its number an Audit Committee, a Remuneration Committee and a Selection & Appointments Committee.
Reason for departing from this best practice:
Because their tasks are closely related, the Remuneration Committee and the Selection & Appointments Committee have been combined to form a single committee.

Available documentation

The following documents are available on the Gasunie website (

  • Procedure governing the activities of the Executive Board
  • Procedure governing the activities of the Supervisory Board
  • Whistleblower scheme
  • Code of Conduct

Given the nature of the company, we have no specific regulations governing insider trading, holding securities, and securities transactions. The prohibition on the use of inside information has been incorporated into the Code of Conduct.

Remuneration policy of the Executive Board

The remuneration policy was adopted by the General Meeting of Shareholders, as proposed by the Supervisory Board, with due account taken of the recommendation of the Remuneration, Selection & Appointments Committee.

Context of the remuneration policy

Over the past few years, Gasunie has grown into a European gas infrastructure company with many international customers. Gasunie operates in a converging European market and is not only active in regulated markets, but also develops non-regulated activities, and is thus creating value for its stakeholders. It creates value for the Dutch economy primarily by developing a strong ‘hub’ function in a liquid market; by enabling the throughput of significant gas flows; by enabling trade and competition between gas suppliers in the domestic gas market; and by creating flexibility (through storage facilities). All this makes Gasunie a very valuable asset to the Dutch economy. The management of the company therefore bears a great responsibility.

The aims and principles underlying the remuneration policy

The aim of the remuneration policy is to attract, motivate and retain Executive Board members of the right quality and experience, both from within the company and in the form of proven talent from the market. The remuneration reflects the responsibility borne by the management, and is considered in the light of the applicable remuneration principles in the market (as explained below). Gasunie needs this management talent in order to achieve its essential strategic objectives in the context described above. This policy is implemented based on the following considerations:

  • In principle, having the State as a 100% shareholder, Gasunie applies the same criteria that are applied to the remuneration policy in state-owned companies. If the Supervisory Board feels that this may lead to unacceptable risks for the company, it will consult with the shareholder.
  • Gasunie bases remuneration packages for members of the Executive Board on a market comparison, based on a relevant reference group in the labour market. This group consists of public, semi-public, private and international companies (in a weighted ratio of 50-25-25), with activities similar to those of Gasunie (energy, distribution, installation and construction).
  • The structure of the remuneration of members of the Executive Board is determined on the basis of market comparisons that also take into account the remuneration ratios within the company, thus creating a logically continuing salary line from the posts in the Executive Board to the posts under the Executive Board
  • Application of the variable remuneration policy depends on the achievement of short- and long-term targets with respect to operational and strategic performance.

Remuneration structure

The remuneration consists of:

  • A fixed component (basic annual salary).
  • A variable component, dependent on the attainment of both short- and long-term targets, as specified in the pages below.
  • The employer’s contribution to the pension premium.
  • Other secondary employment conditions.

Basic annual salary

When appointing members of the Executive Board, at the request of the shareholder, the Supervisory Board will limit the sum of the fixed and variable annual salary on appointment to a maximum of € 350,000 (2010 level). The Supervisory Board decides on the level of annual salary increments. If the maximum salary has been reached, further growth is limited to the structural increments laid down in the collective labour agreement.

Variable remuneration

The variable remuneration is based on the remuneration policy that has been approved by the shareholder. As of 2014, we lowered the maximum variable remuneration from 35% to 20% of the basic annual salary. This is in line with the policy direction taken by the Dutch State to limit variable remuneration in the financial sector, and, in the same spirit, to lower variable remuneration in state participations, as established in 2013 in the Policy on Government Participations. In 2014, we compensated for this reduction by raising the basic annual salary according to a conversion factor of 50% of the nominal reduction of the variable remuneration. In the years after 2014, we will apply a compensation of 40%. We have chosen partial compensation, because, in our experience, not all targets set are fully realised. Over the period 2008 up to and including 2013, the members of our Executive Board realised on average 71%.

The targets that must be attained in order to qualify for variable remuneration are agreed annually. These targets should be both measurable and ambitious. The Supervisory Board is authorised to adjust the variable component within the limits mentioned below if it is likely to lead to unfair outcomes due to exceptional circumstances during the performance period. An example of this is the downward adjustment of the variable remuneration at the time of a fatal accident which fell outside the applied target definition. The Supervisory Board is also authorised to reclaim from members of the Executive Board a variable bonus that was awarded on the basis of inaccurate data (financial or otherwise).

The Supervisory Board has chosen performance criteria that relate to the implementation of Gasunieʼs strategic goals, both short- and long-term. For each pillar of the strategy, one or more performance criteria have been developed. The three strategic pillars of Gasunie and the associated performance criteria are as follows:

  • To optimise the value of our existing assets (financial targets).
  • To strengthen our leading position as a cross-border gas infrastructure company in Europe (Economic Value Added).
  • To enable the transition towards more sustainable energy use (Corporate Social Responsibility).

In defining the company’s strategy, account is explicitly taken of the social impact of Gasunieʼs activities and their effects on the environment and society. Criteria have therefore also been defined to assess performance in the areas of safety and security of supply. Given the nature of the variable remuneration elements (the absence of option packages and associated remuneration mechanisms), the possibility of carrying out a scenario analysis, as mentioned in the Corporate Governance Code, is not relevant.

Variable short-term remuneration (maximum 15%)

The purpose of the variable short-term remuneration is to reward the attainment of the previously agreed challenging targets in a number of operational and financial key areas. The collective operational targets apply to all Gasunie staff. The collective financial targets apply to employees with an individual employment contract. The criteria for awarding the variable remuneration relate mainly to the implementation of the strategy. The strategy has been approved by the Supervisory Board and tested against Gasunieʼs public interest. This is reflected in, for example, challenging, quantified targets relating to safety, security of supply and cost-efficiency.

This variable component of the salary of the members of the Executive Board is subject to an upper limit of 15% of the basic annual salary. In addition, a long-term bonus of up to 5% may be awarded (see below).

The breakdown of this 15% for 2015 is as follows:

Collective Gasunie targets (10%):


  • Total Recordable Frequency Index (TRFI)
    Fully attained when TRFI is lower than 4
  • Pipeline damage incidents
    Fully attained at a maximum of 5 incidents

Security of supply

  • Better performance in the field of security of supply
    Fully attained at 0 transport interruptions

Financial results

  • Net operating costs
    Fully attained if lower than € 353 million
  • Return On Invested Capital
    Fully attained if 6.7% or higher

Corporate Social Responsibility

  • Reduction of the CO2 footprint
    Fully attained if CO2 reduction is 20 ktonnes or more

Individual targets (5%):

  • General contribution of the Board member to Gasunie’s result (to be determined by the Supervisory Board)


Variable long-term remuneration (maximum 5%)

Gasunie also pays its Executive Board members a variable bonus, linked to the value creation in the long term. This variable long-term bonus has three components. The first is the Operational Cost Index for the TSOs, which reflects the ratio of operating costs to the asset base for which the costs are incurred. The second component is the EVA™ (Economic Value Added). This performance is measured over a period of three years and is dependent on the development of the EVA (EVA = (ROIC – WACC) × Invested Capital) for the non-regulated activities. If the two components are realised in full, the variable salary amounts 2.5% and 2.5% of the basic annual salary respectively.

As of 2015, the Asset Utilisation Rate is no longer used as a criterion. Due to the unpredictable effect of short-term bookings, this ratio can only be influenced to a limited extent on an annual basis, and is therefore not suitable for measuring performance. This does not alter the fact that the utilisation rate of the network is important. The actions to be taken by the Board geared to the long-term utilisation of the network form part of the individual target ‘General contribution of the Board member to Gasunie’s result’. As of 2015, this general contribution has been increased from 3% to 5%.


The targets for eligibility for variable remuneration are agreed at the start of the relevant year between the Supervisory Board and the members of the Executive Board, once the Chair of the Executive Board has discussed a proposal to this end with the Remuneration, Selection & Appointments Committee.

In the following year, the extent to which those targets have been met is evaluated by the external auditor and an assurance report with limited assurance is provided. This result is then adopted by the Supervisory Board, following a recommendation to that effect by the Remuneration, Selection & Appointments Committee.

Variable remuneration is paid out following the General Meeting of Shareholders’ approval of the annual accounts of the year for which the targets were set.


The members of the Executive Board fall under the same pension scheme as other staff.

Other secondary employment conditions

Gasunie has put together a package of secondary employment conditions for its Executive Board members which also apply to other staff. For the members of the Executive Board, a lease car has been made available that is commensurate with their position.

Other conditions

Term of office
Members of the Executive Board are appointed for a period of four years. Mr Han Fennema may be reappointed once for a maximum of a further four years, unless special circumstances justify a different term, to be mutually agreed. Mr René Oudejans may be reappointed for subsequent terms of four years. The members are employed by Gasunie on the basis of a permanent contract, which ends when they reach state pension age.

Notice period
For members of the Executive Board a notice period of three months applies.

Compensation for dismissal
Compensation for dismissal for Executive Board members will be limited to a maximum of one year’s basic salary, in accordance with the Corporate Governance Code, except where such a limitation is clearly unreasonable.

Change of control
Executive Board members are covered by a ‘change of control’ clause, which states that if they are forced to leave the company due to a merger with or the acquisition of the company by an external party, or in the event of a fundamental change in the nature, management or structure of the company that is beyond the control of the Executive Board, they will be awarded compensation up to a maximum of one year’s basic salary, regardless of which party terminates the employment contract.

Balanced composition
With two men, the composition of the Executive Board is not in compliance with a balanced composition as mentioned in Article 2:166 of the Dutch Civil Code, which states that a balanced composition means that an Executive Board should contain at least 30% women. When new members need to be appointed, we aim to comply with this provision. Nevertheless, when filling in the post of Chair of the Executive Board, matching the candidates and the desired profile did not result in a more balanced composition.

Remuneration package 2015

Based on the policy outlined above, the Supervisory Board agreed the following basic annual salaries and variable bonuses for members of the Executive Board active on 31 December 2015:

  Salary 2015 Variable remuneration (for performance 2015)
Mr J.J. Fennema € 297,070 € 48,662
Mr I.M. Oudejans RA € 274,132 € 44,905

Targets and payment of variable bonuses relating to 2015 performance

    Mr J.J. Fennema Mr I.M. Oudejans
  Maximum Realised Realised
1. Collective Gasunie targets      
1.a. Safety (TRFI: 3.7, Pipeline incidents: 5) 3.00% 2.25% 2.25%
1.b. Security of supply (Transport interruptions: 3) 2.00% 1.00% 1.00%
1.c. Financial results (NOK: € 348m, ROIC: 6.56%) 3.00% 1.97% 1.97%
1.d. Corporate social responsibility (CO₂ reduction: 27.2 ktonnes) 2.00% 2.00% 2.00%
Subtotal 10.00% 7.22% 7.22%
2. Individual targets 5.00% 4.00% 4.00%
Subtotal 5.00% 4.00% 4.00%
3. Variable long-term remuneration component      
3.a. Operational Cost Index (fully realised) 2.50% 2.50% 2.50%
3.b. Economic Value Added (fully realised) 2.50% 2.50% 2.50%
Subtotal 5.00% 5.00% 5.00%
Total 20.00% 16.22% 16.22%
Realisation percentage   81.10% 81.10%
Payment of variable bonuses   € 48,662 € 44,905

For the allocation of other remuneration package components in 2015, see note 23 to the consolidated financial statements.

Risk management

Doing business and taking risks go hand in hand. That also applies to Gasunie. Like any other company, we have to deal with a large variety of internal and external factors that affect our operations in a positive or negative sense. We have a public task and, by taking care of safe and reliable gas transport, we contribute to the energy supply in the Netherlands and Germany and a large part of north-west Europe. We aim to maintain security of supply and the safety of people and the environment at as high a level as possible, while at the same time promoting developments such as market integration and the energy transition. That is why it is of crucial importance for us to have as complete a picture as possible of the risks we run in this regard, and to take measures to control these risks.

In the decision-making within Gasunie, risk management plays an important part at every level. This relates to factors affecting the feasibility of our strategy and objectives, as well as factors affecting the company’s activities within our units and departments. We consider risk management a fundamental part of our operations, and we use it to identify and manage our main risks. It allows us to make well-informed choices that lead to a greater chance of success of our mission, vision and strategy, within a risk profile and risk appetite that is acceptable to us. Risk management also plays an important role in justifying internal and external requirements. In this role, risk management is compliance-driven, making visible how Gasunie meets these requirements, by carrying out risk assessments, for example.

Risk management in 2015

On the basis of the periodical assessment of the setup and functioning of our risk framework, we analysed our risk management in 2015 from three angles:

  • Positioning of our corporate risk management
  • Strengthening of Gasunie-wide risk management for strategic and/or complex projects in the entire organisation
  • Coordination of our operational risk management across sub-areas.

We discussed the provisional outcomes of this analysis with the Audit Committee. These discussions confirmed that the basis of the framework is sufficient, and that we will make even more use of risk management to support our strategic decision-making. As a result, we will be able to keep good track of the effects of the ever more dynamic environment. In 2016, this will be worked out in more detail.

Risk framework: Policy and control

Risk management is a continuous process that is performed at strategic, tactical and operational level. It provides management information, as well as clarifying accountability in decision-making. The Executive Board is responsible for risk management within our company, and is supported in this by the Corporate Risk Management department.

We use the Three Lines of Defense (LoD) model, in which our business/line management is primarily responsible for applying risk management, forming the first line. The second line consists of corporate departments, including Risk Management and Control, whose task it is to prepare a risk management policy for the Executive Board, and to challenge and advise the business. The third line is formed by the Operational Audit department, which assesses the setup and functioning of the Risk Framework and reports on this to the Chair of the Executive Board.

The accountability reports from the units to the Executive Board run via the Document of Representation (DoR). Units use the DoR to provide formal feedback on the fact that the business controls have been carried out in accordance with the guidelines of the Minimum Requirements of Management Control and the Code of Conduct.

As part of the Management Control system, the Supervisory Board and the Audit Committee regularly discuss developments regarding the objectives, strategy and policy, as well as the most important risks for the company and the outcomes of operational audits with the (members of) the Executive Board.

Our employees act on the basis of our core values and risk awareness, thus creating a ʻBase Line of Defenseʼ.

Risk acceptance

The table below shows risk acceptance according to the COSO Enterprise Risk Management Framework, which classifies the risks into four categories: Strategic, Operational, Reporting/Finance and Compliance/Legal. At corporate and business unit level, we specifically identify and manage strategic risks and opportunities, while at department level we mainly focus on operational risks.

Risk category (COSO ERM) Risk acceptance Explanation
Strategic Low In pursuing our strategic objectives, we try to strike a balance between the regulated TSO function (very low risk acceptance) and the non-regulated TSO activities (higher risk acceptance) to prevent that risks which threaten the achievement of the strategic objectives enhance each other, which generally leads to a lower risk acceptance.
Operational Very low Risks to the safety of our surroundings or to Gasunie employees or contractors are avoided as much as possible; risk acceptance is very low. Risks to the continuity of a reliable infrastructure are also reduced.
Reporting/Finance Low Gasunie is not prepared to take risks regarding material errors in financial systems, models and business reports. Gasunie is not prepared to take risks that limit its access to the financial markets.
Compliance/Legal Zero Gasunie strives to comply with all applicable laws and regulations.

Main risks

The corporate risk analysis is carried out at strategic level. This is the risk analysis that the Executive Board performs together with the business unit and unit managers, and which is integrated into the strategy cycle and into the business planning and control cycle.

In the table below, we give a visual representation, using colours, of the outcomes of the corporate risk analysis. The risks are mapped against the chance of them arising and their impact after the control measures have been carried out. The numbers in the matrix below refer to the numbers of the risks in the risk table beneath.

Onderstaand de belangrijkste risico's uit onze corporate risico-analyse:

Strategic/general risks Control measures (selection)
1. Strategy  
  • The strategy is no longer aligned with changed circumstances.
  • Monitor external developments accurately in order to obtain/maintain a good strategic foundation.
  • The position of gas and Gasunie is given little attention in (north-west European) energy policy.
  • Position gas as an essential part of the energy mix in the medium term and as a means of enabling a transition towards a more sustainable energy use.
  • Geopolitical risks
The risk that geopolitical conflicts have a negative effect on the gas flows in and to the Netherlands and Germany.
  • Safeguard security of supply through ensuring connections with various sources and stable economic and political relationships.
2. Market and profitability objectives  
  • Limited growth due to market developments
The risk that Gasunie’s influence will decrease due to the formation of some large competitive TSOs within the EU.
  • Enter into joint ventures; distinguish ourselves from the competition by providing services and products that meet the needs of the market (e.g., PRISMA, EnergyStock and TTF).
  • Investments to meet sustainability aims cannot be earned back in the short term
The risk that start-up/initial costs are relatively high and will not be able to be earned back in the short term.
  • New, specific department set up (Gasunie New Energy) that focuses on facilitating and stimulating new (sustainable) energy projects in which gas plays an important part, either independently or through partnerships.
  • Develop new business models.
  • Changing revenue model
The risk that market developments will lead to the replacement of long-term contracts by short-term contracts, which gives rise to uncertainties with regard to future revenues (fluctuations), and thus investments.
  • Develop a vision of future capacity demand and adjust the business model/revenue model in good time.
  • Develop new services/sources of income within business units (e.g., EnergyStock, small-scale LNG).
3. Regulation  
  • Adverse developments in the regulatory framework can only be absorbed to a limited extent in the Netherlands and Germany
Laws and regulations restrict the development of the non-regulated domain

The risk that insufficient influence can be exercised on the development of regulation in Europe
  • Dialogue with regulatory authorities.
  • Intensify activities between Gasunie as TSO and ENTSOG (European network of TSOs).
4. Security of supply  
  • Lower availability of L gas
The risk that, due to the further restriction of the gas production from the Groningen field reduces the availability of L gas.
  • Contribute to the transition of L gas to H gas in Germany.
  • Invest in an extra nitrogen plant to expand capacity of quality conversion.
5. Reputation risk

The risk that the negative reputation of fossil fuels affects the attention given to and the opinions on the positive contribution that gas and gas infrastructure can make to a sustainable energy mix.
  • Position gas as an integral part of the energy mix to enable a transition towards a more sustainable energy use. Give continuous attention to transparent decision-making process to substantiate risk considerations.
Operational risks Control measures (selection)
6. Catastrophes  
  • The risk of catastrophes, such as major accidents, as well as terror and cyber attacks
  • Periodically review policy, including on the basis of external developments, with regard to operational continuity/crisis management and hold emergency drills.
  • The risk of unsafe situations for employees, suppliers, local residents and chain partners.
  • Work in accordance with safety and quality management systems, such as NTA 8120 and NTA 8620, to prevent deviations, failures and incidents, and if they occur, control and manage the consequences.
  • Continuously emphasise (internally and externally) the importance of safety and the four pillars of our safety policy: occupational safety, external safety, process safety and technical safety.
  • Continuously focus on cyber risks by taking appropriate measures.
7. Project management  
  • The risk of delays in the planning and completion of infrastructure and IT projects due to increasing complexity and dependencies.
  • The risk of delays in the planning and completion of infrastructure projects; public opinion and regulators less willing to accept risks.
  • Set up well-organised project teams with a robust project plan including both internal and external evaluation moments.
  • Adopt active stakeholder management (e.g., regarding licensing process as part of Strategic Environs Management (SEM)).
  • Prepare organisation to cope with tighter constraints and related need to justify actions.
Risks of laws and regulations Control measures (selection)
  • The risk of not being able to comply with external laws and regulations due to changes in laws and regulations and licensing conditions (zoning, environmental requirements, noise emission requirements) and the adjustments that will need to be made to the existing infrastructure; for example, as a result of legislation with regard to CO2 and NOx emissions.
  • Public opinion and regulatory authorities less willing to accept risks.
  • Prepare organisation to cope with stricter legal requirements; integral approach (asset management).
  • Carry out and follow up risk analysis and audits (in conformity with NTA 8120).
  • Share knowledge by participating in normalisation committees.
  • The risk of not being able to comply with European tender rules, as a result of which the tender cannot be completed successfully and no final award can be made, which leads to delays.
  • During project preparation, actively involve purchasing/legal expertise to ensure the correct application of tender rules.

Financial risks
For a description of the main financial risks Gasunie is subject to, its financial positions and the control measures taken, see note 21 to the consolidated financial statements.

In addition, in preparing the financial statements, management makes estimates and assessments which affect the assets and liabilities presented as at balance sheet date and the result for the financial year. The judgements and estimates are mainly relevant for the valuation of fixed assets, the provision for abandonment costs and redevelopment, deferred taxation, pensions and other equity interests, and on the classification of equity interests in the context of IFRS 10 Consolidated Financial Statements and IFRS 11 Joint Arrangements. For more details, see the notes to the consolidated financial statements (p. 77).

Information security

Information security is of crucial importance to the functioning of our business processes. All business processes, including the vital ones, are highly dependent on IT systems. The primary goal of our information security is to support all business processes to ensure undisrupted service provision. The system is based on ISO27001. In conformity with this ISO standard, we implement fitting measures with regard availability, integrity and confidentiality. We monitor the effectiveness and make improvements where necessary.

In drawing up measures, we closely consider the cohesion among the organisation, technology and people. We have a company-wide information security vision, which we manage centrally but execute locally. This not only concerns prevention (including the prevention of hacking), but also detecting security issues and responding to them adequately.

We give continuous attention to the human component. It is of great importance that every employee is aware of the risks regarding information security. To ensure this, we involve colleagues from various departments. As a result, people think not only in terms of existing rules and structures, but are also open to innovative ways of thinking, while we enable them to share issues and insights with each other.

In-Control Statement

The Executive Board is aware that no risk management systems, no matter how professional, can offer absolute certainty that the company objectives will be achieved or that such systems can fully prevent material inaccuracies, loss, fraud or violations of the laws and regulations.

With respect to the financial reporting risks, the Executive Board states that the internal risk management and audit systems provide a reasonable degree of certainty that the financial reporting does not contain any material inaccuracies and that the risk management and audit systems in the year under review functioned properly. It is therefore expected that the continuity of the company is guaranteed for the coming twelve months.

Composition of the Supervisory Board

(As of reporting date, 16 March 2016)

R. (Rinse) de Jong

(1948, Dutch nationality)            

  • Chair
  • Date of first appointment: 16 May 2012
  • Second term ends in 2018
  • Member of the Remuneration, Selection & Appointments Committee

Board member, Stichting Aandelenbeheer BAM Groep
Board member, Stichting tot het houden van Preferente aandelen Wereldhave
Member of the Supervisory Board, USG People NV
Member of the Supervisory Board, Enexis Holding NV
Chair of the Supervisory Board, Bakeplus Holding BV
Member of the Supervisory Board, Rabobank Arnhem and surroundings
Member of the Supervisory Board of Hogeschool van Amsterdam (HvA), as of 1 February 2015
Advisor to the Supervisory Board of the University of Amsterdam (as of 1 February 2015)

Member of the Supervisory Board, Stichting Toneelgroep Oostpool
Committee member, Stichting Toneelhuis Arnhem
Chair of Stichting Kunstcollectie Essent-Enexis

M.J. (Jolanda) Poots-Bijl

 (1969, Dutch nationality)

  • Date of first appointment: 1 September 2011
  • Second term ends in 2017
  • Chair of the Audit Committee

Member of the Executive Board and CFO, Ordina N.V.
Board member, Stichting ING Aandelen
Member of the Supervisory Board, Blokker Holding B.V.

J.P.H.J. (Jean) Vermeire

(1944, Belgian nationality)                         

  • Date of first appointment: 1 October 2007
  • Third term ends in 2018
  • Member of the Audit Committee

Gas and LNG Consultant
Senior Fellow, Energy Delta Institute

Honorary President, International Group of LNG Importers (GIIGNL)

M.M. (Martika) Jonk

(1959, Dutch nationality)            

  • Date of first appointment: 1 October 2013
  • First term ends in 2017
  • Chair of the Remuneration, Selection & Appointments Committee

Partner, CMS Derks Star Busmann N.V.
Member of the Supervisory Board, St. Antonius Ziekenhuis

W.J.A.H. (Willem) Schoeber

 (1948, Dutch and German nationality)

  • Date of first appointment: 1 October 2013
  • First term ends in 2016
  • Member of the Audit Committee

Consultant at Dr. Willem Schoeber Unternehmensberatung
Non-executive member of the Board of Directors, Neste Oil Oyj (Helsinki, Finland)
Non-executive chair of the Board of Directors, EWE Turkey Holding AŞ (Istanbul, Turkey)
Non-executive chair of the Board of Directors, Bursagaz AŞ (Bursa, Turkey)
Non-executive chair of the Board of Directors, Kayserigaz AŞ (Kayseri, Turkey)

D.J. (Dirk Jan) van den Berg

(1953, Dutch nationality)

  • As of 1 January 2015: Vice-Chair
  • Date of first appointment: 1 October 2014
  • First term ends in 2019
  • Member of the Remuneration, Selection & Appointments Committee

Chair of the University Board, TU Delft, until 1 September 2015
Chair of the Executive Board, Sanquin Bloedvoorziening (as of 1 September 2015)

Member of the International Advisory Board, PolyU, Hong Kong
Member of the International Visitor’s Program Advisory Board, Ministry of Foreign Affairs
Chair, Atlantische Commissie
Member of the European Integration Committee of the Ministry of Foreign Affairs, Advisory Council on International Affairs
Member of the International Advisory Board, Moscow Institute of Physics and Technology
Member of the Foundation Board, Unesco-IHE

Composition of the Executive Board

J.J. (Han) Fennema

(1964, Dutch nationality)
Chair of the Executive Board since 1 March 2014


  • Business units (GTS, Gasunie Deutschland and Participations & Business Development)
  • Strategy
  • Safety
  • Human Resources

Other commitments:

  • Member of the Supervisory Board, Energy Delta Institute
  • Member of the Advisory Board, Clingendael International Energy Programme
  • Member of the Shareholders’ Committee, Nord Stream AG
  • Committee member, Koninklijke Vereniging van Gasfabrikanten in Nederland (KVGN)

I.M. (René) Oudejans

(1961, Dutch nationality)
CFO and member of the Executive Board since 1 October 2012


  • Finance
  • Treasury
  • Operations
  • Projects
  • ICT
  • Legal Affairs

Other commitments:

  • Board member, Pensioenfonds N.V. De Nederlandse Gasunie
  • Member of the Supervisory Board, Zorggroep Alliade (as of 1 July 2015)