Report of the Supervisory Board 2023

The year 2023 was further marked with a change in the leadership of ROTO. Our CEO, Ditmar Koster, chose to pursue his career outside of ROTO. The Supervisory Board would like to thank him for his entrepreneurial drive, the positive change in governance, the strengthening of the Business Units and the integration of Prestia within ROTO. The Supervisory Board is pleased to have found Petra van Saaze, our fellow member in the Supervisory Board, prepared to take over the role of CEO ad interim, ensuring a seamless leadership transition.

The board is also looking ahead to 2024, which will see the retirement of our CFO Tom van Lindert. The Supervisory Board successfully found a successor in Bas Zaal, who will join Roto B.V. from April 2024, ensuring a smooth transition.

Meetings and topics

In 2023, the Supervisory Board met seven times, rotating our board meetings at different ROTO sites when possible, including a two-day visit to Staco Polska, which served as an excellent opportunity for alignment and further team development. The board, management and shareholder representation also had a joint meeting with ROTO’s external legal advisor to ensure that the Supervisory Board’s bylaws and regulations are in line with the latest legislation and to clearly define the roles and responsibilities of the Management Board, Supervisory Board and Board members of the Stichting Administratiekantoor Roto B.V. The Supervisory Board has also installed a remuneration committee, as well as an audit committee.

At the Supervisory Board meetings, the management of Roto B.V. was also present. These meetings, always starting with Safety First, discussed the Business Unit’s quarterly reports, operations, sustainability, investment plans and innovations, as well as the audit report on ICT and administrative organisation and the planning and results of the audit procedures.

Special topics for discussion were strategy, leadership, value creation, risk management, investments, HR policy and the importance of strengthening leadership and control in the various Business Units and taking steps towards ESG and CSRD reporting.

A value-driven approach to business leads to broad value creation

The current challenging and often unpredictable economical and geopolitical situation only emphasises the need for a solid strategy, risk management and operational excellence to ensure success in a challenging world. This year, attention was paid to consolidating the strategy plans of individual Business Units, harmonising ERP systems and further decarbonising operations. Our value-driven, proactive approach to sustainability is essential from both a risk management and entrepreneurial perspective. This commitment is embedded in ROTO’s strong core values as a family business and helps us navigate the challenges ahead. It is the Supervisory Board’s conviction that developing and supporting leadership within our Business Units stimulates entrepreneurship, which allows us to remain agile and proactive, close to our core markets and clients, whilst retaining control and overview.

Performance evaluation

The Supervisory Board has also assessed the management of Roto B.V. and concluded that it performed well in 2023. Its focus remained on further rolling out the ROTO Strategy House and its core values, while staying vigilant on ROTO’s operational performance. This resulted in positive financial results. The Supervisory Board will maintain an open and constructive dialogue with the Management Board and supports it to the best of its ability.

In a separate meeting, the Supervisory Board evaluated its own performance. The self-evaluation showed that the variety of backgrounds and the expertise within the Supervisory Board is sufficient to fulfil a critical supervisory role. Given that Petra van Saaze has left the board to fulfil the role as CEO ad interim, the board will reassess its composition in 2024.

Outlook

As stated earlier, the year 2023 has seen a great deal of volatility, both geopolitical and economical. Although inflation seems to be easing, the current interest rate appears restrictive for the economy in general and has a profound impact on the construction industry. It is a fact that ROTO is and will be affected by these profound changes. It is, however, impossible to predict the longer-term effect on developments in our core markets. Therefore, results for 2024 are difficult to foresee. Although the diversification of our Business Units helps to spread risks, the Supervisory Board follows developments closely, always in open dialogue and close contact with the management of Roto B.V. ROTO’s financial position remains robust, and the group has a very strong balance sheet and liquidity position. This buffer gives the Management Board the peace of mind to take adequate measures and continue the strategic investment decisions to align the organisation for the future. The Supervisory Board will continue to monitor developments critically in 2024 in order to perform its supervisory duties optimally.

Entrepreneurial, reliable, passionate and committed

The Supervisory Board would like to thank all our passionate and committed Family members that helped ROTO to further strengthen its position in 2023. We particularly thank everybody for all the individual and collective actions that have increased the safety of our staff in our facilities. For us, this shows that ROTO’s values are broadly shared within our ROTO Family. Of course, the current volatility of economic developments will affect the sectors where ROTO does business in 2024. The management teams of the Business Units feel strongly committed to our values and strategy, which gives us confidence that they will steer ROTO safely through these unpredictable economic and political times.

Uitgeest, the Netherlands, 23 April 2024

The Supervisory Board

Coert Zachariasse, Chairman Heleen Cocu-Wassink Arnaud de Boer