4.4 Report of the Supervisory Board
In this report, the Supervisory Board accounts for the supervision exercised during the past year. The main issues the Supervisory Board was involved in are discussed.
The Supervisory Board has two committees: the Audit Committee and the Remuneration and Nomination Committee. These committees prepare the decisions to be taken by the SB. The committees' regulations can be found on Vitens' website.
Strategy and realisation of business plan
Vitens' Supervisory Board oversees the way the board implements long-term value creation. At our meetings, we regularly discuss strategy, implementation progress and key risks. The focus is on the business plan, the investment plan, the long-term infrastructure vision (the LTV) and the target structure, in which value creation becomes concrete.
Over the past year, we met several times with the Executive Board to discuss the new, yet-to-be-adopted strategy, mission and vision for Vitens, as well as the culture and leadership programme. The Supervisory Board has placed greater emphasis on the internal management of both major and XL projects.
The Supervisory Board also paid attention to issues such as (medium)-term financeability, WACC regulation and increasing investment demand, especially towards shareholders.
Each year Vitens prepares an integrated business plan (annual plan). This plan translates strategic goals into concrete and measurable operational objectives. Specific goals for the year are expressed in easily measurable financial and non-financial performance indicators (KPIs). If necessary, adjustments are made. In 2025 the focus was on abstracting, treating, distributing and supplying reliable drinking water, and on developing a target structure for the drinking water supply to continue safeguarding security of supply. In its October 2024 meeting, the Executive Board presented the integrated business plan for 2025.
Financial reporting
In the presence of the independent auditor, PricewaterhouseCoopers Accountants N.V., the Supervisory Board discussed the annual report and financial statements 2025, including the accompanying audit report. During 2025, the board provided quarterly reports to the Supervisory Board with the current financial results against the 2025 budget, the 2025 annual forecast and the 2025 results. Topics discussed included the WACC lobbying efforts, permitting procedures, financing strategy, projects and project management, progress on CSRD implementation, the development of water reserves, costs and water sales, rising investment levels, financing requirements and financial ratios. For all these issues, the Audit Committee (AC) of the Supervisory Board carried out intensive preliminary work. Information was also provided in the quarterly reports to monitor the progress of achieving business objectives.
Financial statements and dividend proposal
In addition to the report of the Board, this annual report contains Vitens' financial statements. The Supervisory Board proposes the Annual General Meeting to adopt the 2025 financial statements and to discharge the members of the Executive Board and the members of the Supervisory Board for the policy pursued by the Executive Board, as evidenced by the financial statements and the report, and for the supervision exercised by the Supervisory Board. PricewaterhouseCoopers Accountants N.V. has provided an unqualified audit opinion on the 2025 financial statements.
The net result for the 2025 financial year amounts to €90.6 million. Together with the Executive Board, the Supervisory Board proposes that the full amount be added to the reserves. This reflects our mandate, the solvency target and the requirements of the banks.
Composition of the Supervisory Board
The composition of the Supervisory Board was unchanged in 2025.
Mr. drs. H.C.P. (Han) Noten (1958), Chair. Other Positions in the Netherlands:
- Chair of Ambulance Care Netherlands (AZN) until 1 October 2025
- Chair of the Supervisory Board of Pensioenfonds PGB
Mr. drs. M.R. (Mark) van Lieshout (1963), Vice-Chair, Other Positions in the Netherlands:
- CFO HES International B.V.
Ms. drs. H. (Henriette) Setz MBA (1968), Supervisory Board member, Other Positions in the Netherlands:
- Member of E.ON’s top leadership team
Ms. prof. dr. ir G.M.(Gerda) van Dijk (1960), Supervisory Board member, Other Positions in the Netherlands:
- Professor of 'Leadership and Society', University for Humanistics, Utrecht
- Independent consultant NOSCERE
- Member of the Council for Animal Affairs
- Chair of the Commission Integrity Waterschap Limburg and Waterschapsbedrijf Limburg
- Board Member, De Baak Foundation (as of March 2025)
- Member of the Supervisory Board of WoCoZon B.V. (until October 2025)
Mr. ir. drs. P.A.N.(Paul) ten Kroode (1961), Supervisory Board member, Other positions in the Netherlands:
- COO Movares
- Chair of the Supervisory Board of Staedion housing corporation
- Chair of the Supervisory Board of the National Environmental Database
- Chair of the IC Start Foundation Participations
Further details, including the year of first appointment and the Supervisory Board’s rotation schedule, are available on the website.
Independence
All Supervisory Board members are independent within the meaning of best practice provisions 2.1.7, 2.1.8 and 2.1.9 of the Dutch Corporate Governance Code.
No conflict of interest
In 2025, no transactions occurred involving potential conflicts of interest of material significance to the company and/or the relevant directors, Supervisory Board members, shareholders, and/or the external independent auditor.
Continuing education
As part of its programme of continuous education, the Supervisory Board had information on digitalisation, cybersecurity in the context of the NIS2 legislation, portfolio management, financing and treasury.
Self-assessment
In 2025, the Supervisory Board took time to evaluate its own performance within the Supervisory Board. It is concluded that the composition of the Supervisory Board is sufficiently balanced to adequately fulfil all duties and functions. No evaluation took place within the board in 2025 due to staff changes.
Meetings in 2025
Supervisory Board meetings
In addition to the bilateral meetings, the Supervisory Board held four plenary meetings during the reporting period. The Supervisory Board meets in closed session for the first half-hour of each regular meeting. Other participants in the Supervisory Board meetings are the members of the Executive Board and, by invitation, the independent auditor and directors and/or management members.
The quarterly meetings were dedicated to developments within Vitens. Among the items discussed were the annual and quarterly figures, the investment plan, the annual plan and the drinking water tariffs for 2026. The meeting at which the integrated annual report was discussed was also attended by the independent auditor. The independent auditor attended every Audit Committee meeting in 2025.
At the annual Councils meeting (Works Council, Executive Board and Supervisory Board), the central theme was ‘A development-oriented Vitens - a joint effort'. The Article 24 meeting (under the Works Councils Act) took place in the spring.
Other topics extensively discussed by the Supervisory Board: cybersecurity, organisational redesign, and governance, the WACC lobby, the security‑of‑supply plan and abstraction permits.
Remuneration and Nomination Committee (RBC) meetings
Vitens' Remuneration and Nomination Committee (RBC) consists of chair Gerda van Dijk and Han Noten. The RBC met twice in 2025. During these meetings, the focus was on strategic HR topics such as Strategic Personnel Planning (SPP), the employee survey, the reorganisation of Vitens, culture and leadership, the new strategic direction, mission and vision, and social safety. There were also regular informal consultations with the Works Council.
At the beginning of 2024, the committee launched a recruitment and selection process for a new CFO. Danielle van Rieven joined the company on 1 February 2025. On 12 August, Ms Daniëlle van Rieven stepped down as CFO. She will continue to serve as a strategic adviser to Vitens until 1 February 2026.
Audit Committee (AC) meetings
The Audit Committee consists of Mark van Lieshout (Chair), Henriëtte Setz and Paul ten Kroode. The committee met three times during the reporting year. Outside and during these meetings, the AC chair liaised with the independent auditor and the internal audit function.
In preparation for the full Supervisory Board meetings, the AC reviewed the annual figures and discussed the auditor's report and management letter. Other topics covered in the AC meetings were the 2026 annual plan, 2026-2035 investment plan, 2025 control plan, top business risks, CSRD, internal control and 2026 drinking water tariffs. Increasing investment and long-term fundability were a regular topic of discussion. It also focused on the progress of key ongoing projects.
Overview of meetings and attendance of the Supervisory Board
| Date | Supervisory Board | AC | RBC |
|---|---|---|---|
| 02/3/2025 | All present | - | All present |
| 03/10/2025 | All present | All present | - |
| 06/27/2025 | All present except one Supervisory Board member due to private circumstances | All present except one Supervisory Board member due to private circumstances | All present |
| 10/27/2025 | All present | All present | - |