Board of Management

The BoM is entrusted with managing the company and represents the company. The BoM is responsible for the achievement of the targets, strategy, policy, financing and the development of the results. The BoM is also responsible for internal risk management and control systems in order to manage the risks coupled with business activities, and for compliance with all relevant legislation and regulations. The BoM is accountable to the SB and the GMS. In accordance with the law and Articles of Association (pdf), certain
decisions of the BoM are subject to the approval of the SB and GMS.

The BoM notifies the SB, in writing, of the main lines of the strategic policy, the general and financial risks and the internal risk management and control systems. The BoM submits to the SB for approval:

  • the operational and financial targets;
  • the strategy that must lead to the achievement of the targets;
  • the preconditions that are applicable, including those related to the financial ratios.

The internal risk management and control instruments applied by Imtech are:

The BoM determines, with the approval of the SB, which portion of the profit will be reserved. The remaining profit is at the disposal of the GMS. The dividend policy is the distribution of 40% of the net result excluding exceptional items.

By virtue of its designation by the GMS, the BoM, with the approval of the SB, is authorised to decide to issue shares and to limit or exclude the shareholders’ preferential subscription right (for approximately 10% of the subscribed capital plus additionally 10% in case of an acquisition). By virtue of its authorisation by the GMS, the BoM is also authorised to purchase company shares. This designation and authorisation, respectively, are requested during the annual shareholdersmeeting for the therein specified number of shares and is always valid for a period of eighteen months.

The BoM is authorised to sell the purchased company shares, with the prior approval of the SB. The BoM may not participate in the capital of other companies or invest in durable means of production or real estate, when the participation or investment exceeds an amount of five million euro, without the prior approval of the SB. Further BoM decisions that are subject to the approval of the SB are listed in Article 164 Clause 1 Book 2 of the Dutch Civil Code.