Governance

Governance

Corporate governance is all about the way that Gasunie is run, about how management is supervised and how we render account. Good corporate governance is a precondition for effectiveness and efficiency in achieving the goals we have set ourselves. It ensures appropriate risk management and proper consideration of the interests of all of Gasunie’s stakeholders.

Corporate governance at Gasunie

Our corporate governance structure

  • Shareholder

    N.V. Nederlandse Gasunie (Gasunie) is a public limited company whose sole shareholder is the Dutch State, with the Ministry of Finance fulfilling the shareholder function.

  • Audit Committee (AC)

    The Supervisory Board’s Audit Committee monitors and makes recommendations concerning the quality of the financial and sustainability reporting, the effectiveness of the internal risk management and control systems, and the company’s financing.

  • Internal Audit

    The Internal Audit department provides managers and members of the Executive Board, the Audit Committee and the Supervisory Board with an independent and objective understanding of the maturity of Gasunie’s management control system and assurance on the effectiveness and efficiency of governance, risk management and internal control systems in and around the business processes of Gasunie’s business units and participating interests.

  • Supervisory Board

    The Supervisory Board is tasked with monitoring the policy set by the Executive Board and the general state of affairs at Gasunie and its affiliated companies. This board advises the Executive Board and sets the remuneration and terms of employment of the Executive Board members. In accordance with the Dutch Gas Act and the company’s articles of association, certain decisions to be made concerning GTS and other subsidiaries are also submitted for approval to the Supervisory Board.

  • Executive Board

    The Executive Board comprises two regular members and two titular members.

  • Remuneration, Selection and Appointment Committee (RSAC)

    The Supervisory Board’s Remuneration, Selection and Appointment Committee advises on the remuneration of the Executive Board. The shareholder adopts the remuneration policy, as proposed by the Supervisory Board, with due account taken of the recommendations of the Remuneration, Selection and Appointment Committee. The Supervisory Board does not have a separate remuneration committee (best practice 2.3.2 of the Dutch Corporate Governance Code). The last recalibration of the remuneration policy took place in 2021.

  • Works Council

    There are regular consultations between the Works Council in the Netherlands and the Executive Board, during which the Works Council has a dual task. On the one hand, it is a consultative partner of the Executive Board, raising ideas and providing input when discussing the agenda items, and is a sparring partner in decision-making regarding social and economic matters. On the other hand, the Works Council represents the employees. Depending on the matter being handled, the Works Council has the right to prior consultation, the right to consent, the right to make proposals, or the right to be informed.

  • External auditor

    EY Accountants B.V. has been Gasunie’s external auditor since 2023. The Supervisory Board is responsible for the selection and nomination of the auditor; the appointment is done by the shareholder.

  • Document of Representation

    The various business units render account to the Executive Board using the Document of Representation, providing, over time, official feedback on the degree to which they comply with minimum requirements for management control. These documents are discussed with the Supervisory Board every year.

  • Mitigated structure regime

    The governance of N.V. Nederlandse Gasunie is based on the mitigated structure regime and the governance structure is based on Book 2 of the Dutch Civil Code, the Dutch Corporate Governance Code, the company’s articles of association, and various internal rules of procedure. Several provisions affecting the governance of the company are also contained in the Dutch Gas Act.

  • Dutch Corporate Governance Code

    Gasunie applies the provisions of the Dutch Corporate Governance Code (also called ‘the Code’). Although the Code is, strictly speaking, only applicable to listed companies, Gasunie follows the principles and best practice provisions of the Code insofar as they are relevant and applicable to Gasunie. The principles and provisions of the Code have for the most part been implemented in our articles of association and in various rules of procedure. The Gasunie website contains an ‘apply or explain’ overview  in relation to Gasunie’s application of the Dutch Corporate Governance Code.

  • Conflicts of interests

    Gasunie complies with best practice provision 2.7.4 of the Dutch Corporate Governance Code, which stipulates that transactions involving conflicts of interest of members of the management board or supervisory board that are of material significance for the company or the relevant board member(s) must be disclosed in the management report. There were no transactions of this nature in 2024.

  • Independence

    With the exception of one member, all Supervisory Board members satisfy the requirements of independence within the meaning of the Dutch Corporate Governance Code. As per 31 December 2024, 86% of all Supervisory Board members were independent. Best practice provisions 2.1.7(i) and 2.1.8(iii) of the Dutch Corporate Governance Code apply to Supervisory Board member Anja Mutsaers because she is a partner at De Brauw Blackstone Westbroek, a law firm that provides services to Gasunie’s business units and participating interests. Arrangements have therefore been made to avoid any actual or perceived conflict of interest. In the opinion of the Supervisory Board, this satisfies the requirement of independence within the meaning of the Dutch Corporate Governance Code.

  • Quarterly meeting on social topics

    Senior management and the CFO discuss Gasunie’s progress in the area of broad prosperity and non-financial value creation every quarter in the quarterly meeting on social topics, the results of which are used to refine policy and action plans in this area.

Available documents

The following documents on our corporate governance are available (in Dutch and/or in English) on the Gasunie website at www.gasunie.nl/en/organisation/board.

  • Rules of procedure governing the principles and best practices of the Executive Board 
  • Rules of procedure governing the principles and best practices of the Supervisory Board 
  • Gasunie Safety Speak Up scheme 
  • Conduct Guidelines – Working Together 
  • ‘Apply or explain’ overview in relation to application of the Dutch Corporate Governance Code

Speak Up scheme

With the Dutch Whistleblowers Protection Act coming into force in 2023, Gasunie updated its scheme in the Netherlands to enable people to safely report any situation they encounter that goes against Gasunie’s rules, principles or core values. Anyone who comes into contact with Gasunie through their work, like our own employees and the employees of suppliers or contractors, can make a report. The Speak Up scheme is actively brought to the attention of employees each year through workshops and news bulletins on Gasunie’s intranet site and on its dedicated website for employees of suppliers or contractors. All staff in the Netherlands have followed an eLearning course on inappropriate behaviour, integrity and reporting. Three incidents were reported under the Speak Up scheme in 2024. In the case of all three reports, consultation took place between the notifier and the Corporate Compliance & Integrity Officer about the handling of the matter reported, and in all three cases the notifier decided to withdraw the report.

Confidential counsellors

Gasunie has seven certified, internal confidential counsellors in the Netherlands – one at the Utrecht offices and the others at the head office in Groningen – as well as an external coordinator for these councillors. In 2024, a total of 56 people (2023: 36) consulted the confidential counsellors, raising a total of 67 (2023: 43) matters, of which 43 (2023: 28) related to inappropriate behaviour, 5 (2023: 3) to integrity issues and 19 (2023: 12) to other matters (labour conflicts, psychosocial problems, problems in their private life). The employee satisfaction survey shows that staff in the Netherlands know who to turn to should they have any issues or complaints.

In Germany, Gasunie employees can submit reports to seven confidential counsellors, an equal opportunities officer, the Betriebsrat (works council) or the HR department. Gasunie Deutschland received one report of inappropriate behaviour in 2024.

In 2024, we found no incidents of bribery or corruption within Gasunie.

Governance and management control

Gasunie’s governance and management control architecture is based on the Three Lines Model. The Executive Board has final responsibility for risk management and is accountable to the Supervisory Board and the General Meeting of Shareholders for this. The Supervisory Board regularly talks to individual members or the entire Executive Board about governance and management control, addressing things such as important risks and audit results. As a result, risk management is an activity that is performed at all levels of the organisation.

Governance and management control at Gasunie

Risk management

General principles

In our risk management efforts, what is important is defining the risk appetite, running risk analyses at various levels in the company, and discussing the findings at various levels in the company. The corporate risk appetite and corporate risk analysis are detailed in the following.

Every year, the Executive Board establishes the risk appetite with regard to the company’s strategy. In so doing, we make a statement about the extent to which the company is prepared to accept risks relating to attaining its strategic objectives. We furthermore apply a number of general principles that cut across the strategy and that we, as a company, must comply with at all times. Our risk appetite is a guideline in our strategic and operational decision-making.

Our general principles when it comes to risk

Changing view of risk

The dynamics we have been seeing in the energy market over the last few years are unprecedented. Gasunie feels responsible for facilitating the energy transition and increasing transmission security in times of climate change and geopolitical unrest. This means that we, as a company, are prepared to take greater risks, in certain areas, than previously.

Gasunie’s risk appetite

  • Accepting

    Activities for which Gasunie is willing to take risks as the potential opportunities outweigh the potential downsides. We consciously take risks and accept that these risks are likely to occur and/or may have a significant impact. There are control measures in place, which focus on detecting these risks (detective control measures).

  • Neutral

    Activities for which Gasunie is constantly looking for the right balance between potential opportunities and potential risks. We accept that these risks may occur with a moderate likelihood and/or impact. To manage these risks, we have implemented control measures that focus on both preventing and detecting these risks (preventive and detective control measures).

  • Averse

    Gasunie has little to no risk appetite for these activities. Adequate control measures have been implemented to prevent the risk, and detective control measures are in place to take action when necessary.

  • Very averse

    Activities for which Gasunie has no willingness to take risks. Very strong controls have been implemented to prevent the risk, and detective control measures are in place to take action when necessary.

Risk assessments

Risk instruments in Gasunie’s management control cycle

  • Corporate Risk Analysis (CRA)

    Through an annual CRA, we analyse the main corporate risks that could stand in the way of the implementation of our strategy in the medium to long term and the main strategic opportunities that could positively affect the execution of our business processes. The CRA is an integral part of our corporate business plan, which has a three-year horizon and which we recalibrate every year.

  • Business Risk Analysis (BRA)

    For our business units and service providers, each year we run a BRA. This analysis looks at corporate risks assigned to the business unit or service provider in question, and risks that are specific to the business unit or service provider in question. The BRA looks at short to medium term risks that could impact the achievement of objectives and is an integral part of our business plans.

  • Process review

    Process owners conduct an annual process review. They run down a checklist to assess the degree to which they are in control and whether there are opportunities for improvement. The process owner is supported in this by the process manager and other experts. If it emerges from the process review that it would be a good idea to gain more insight into possible risks, for example because the context of the process has changed, then we start an Operational Risk Analysis (ORA).

  • Operational Risk Analysis (ORA)

    We conduct operational risk analyses of our critical and essential business processes. We record the results of ORAs in the internal reports and audit plans of the departments involved in these processes.

  • Internal Control Plans (ICPs)

    Any mitigating measures taken to control risks identified by the ORA must be tested for effectiveness. We do so through internal control plans.

Our main risks

We have mapped out our strategic, operational and compliance risks based on risk analyses. The circumstances in which Gasunie operates have changed and, accordingly, we have identified new risks. The risks are divided into five categories, based on risk appetite:

  • Strategic – Financial: risks that could affect our financial health and strategic investments;

  • Strategic – Reputational: risks that could negatively impact Gasunie’s image and the external perception of Gasunie;

  • Operational – Transmission security: risks that could disrupt the continuity and reliability of transmission services;

  • Operational – Health, safety and environment (HSE): risks relating to the safety of staff and the protection of the environment;

  • Compliance – Legislation and Regulations: risks relating to compliance with legislation and regulations (including the CSRD).
Gasunie’s corporate risk framework

Full risk descriptions are provided in the table below or in Additional information.

The mitigating measures for our top ten risks at corporate level are also described in the table below. The risks related to the use of financial instruments are explained in Note 28 ‘Financial instruments’ to the 2024 financial statements.

No. Title Description Mitgating measure
1 Occupational health/safety incidents The risk concerns occupational health or safety incidents occurring at Gasunie as a result of insufficient safety awareness, adverse/unsafe working conditions, insufficient knowledge and skills, unclear roles and responsibilities and/or time pressure, which can lead to employee injuries, claims, fines and reputational damage. • A core team led by Executive Board members promotes a strong safety culture and sees that visible safety indicators are in place.
• Managers are supported in making safety decisions and continuous improvements, with a strong focus on safety protocols, regarding the permit-to-work procedure for example
2 Sub-optimal project capability This is the risk of Gasunie being unable to successfully carry out projects due to sub-optimal working methods, delayed IT system availability, a lack of experience or expertise on the project team, or a flawed approach to project management, which can cause project delays (due to climate change, among other things), budget overruns, loss of support for the implementation of the strategic investment agenda, and/or lower-quality results. • Gasunie has an extensive training programme and applies strategic recruitment to ensure sufficient expertise in project teams.
• Contractual agreements and the involvement of senior management minimise the risk of delays and budget overruns.
3 Insufficient political and public support for energy transition investments This is the risk that a lack of public support for initiatives like CCS and hydrogen will result in Gasunie not having sufficient political support for such social initiatives, which could lead to delays in the completion of projects, financial losses, and progress of the energy transition being held back. • Gasunie actively positions itself inside political decision-making through intensive involvement and implementing a strategic communication strategy.
• A plan is being rolled out to maintain stakeholder support, with collaboration between various departments at Gasunie.
4 Insufficient ability to adapt The risk concerns a situation where Gasunie is not sufficiently capable of adapting to new situations, possibly due to rapid changes in technology and the progress of innovations in the sector, lack of flexibility in strategic planning, or misalignment between estimates and trends, which can result in earlier depreciation of assets, inefficient use of resources and/or disruptions to business operations. • Gasunie continuously monitors technological developments through Technology Watch so that the company can respond quickly to changes.
• For investment decisions, customer and government commitments are recorded to limit business risks.
5 Cyberattacks This is the risk of Gasunie being the target of cyberattacks, which may occur due to insufficient network security and/or lack of staff awareness of digital threats (e.g. ransomware) or hacking methods, which could result in the loss of sensitive business information, disruption of business processes, financial losses and/or reputational damage. • Working together with government bodies and continuous monitoring strengthen digital security.
• An awareness programme and regular training increases employees’ cyber resilience.
6 Misalignment between market demand and strategy This risk concerns possible misalignment between Gasunie’s strategy and market demand due to de-industrialisation, electrification, and energy flows not being transported through Gasunie assets, which can lead to an inability to carry out our strategic investment agenda, reduced growth potential, and declining profitability. • Gasunie uses various scenarios, and stress tests determine its strategic direction to minimise risks.
• Financial stability is secured through long-term contracts with and guarantees from customers and government bodies.
7 Shortage of qualified staff This is the risk of Gasunie’s staff being insufficiently qualified, due to the rapid growth of activities, insufficient focus on induction into the company and insufficient knowledge retention and transfer and/or due to a competitive labour market, which can lead to inconsistency in performance, employee dissatisfaction, project delays, increased workload, quality problems and safety and other incidents. • Strategic workforce planning and ‘BBL’ programmes, which include on-the-job vocational training for students studying at secondary vocational level, help to attract and develop new talent.
• On-campus recruiting and partnerships in the energy sector strengthen Gasunie’s recruitment position.
8 Insufficient supply chain collaboration This concerns the risk of Gasunie being insufficiently able to collaborate (with customers, internally and with supply chain/venture partners) due to a lack of trust and/or lack of shared goals, which can lead to disruptions in the supply chain, failure to exploit market opportunities, and losses in market share or revenue. • Portfolio and project management initiatives improve collaboration and streamline decision-making within projects.
• The WESP (Working & Engineering in Strategic Partnerships) procurement policy strengthens collaboration and ensures effective implementation in the company to achieve key project objectives.
9 Inappropriate culture and behaviour This is the risk of Gasunie having to deal with inappropriate culture and behaviour at the workplace due to the lack of clear rules and guidelines, an unsuitable leadership style, no open culture, and no sanctions for non-compliance with agreements, which can result in business ethics being undermined, financial and operational delays and/or reputational damage. • A leadership programme promotes a positive working environment focused on safety and ethics.
• Initiatives like feedback-oriented performance management reinforce a culture of openness and engagement.
10 Political/geopolitical instability This concerns the risk of Gasunie being impacted by political/geopolitical instability (China, Russia, US) as a result of government policy and international conflicts, which can lead to problems concerning operations, uncertain market conditions, and financial losses. • Advising the government on energy security and diversification strategies for new energy carriers strengthens continuity.
• Crisis management is scaled up in the event of increased risk, with a focus on business continuity.

Composition of the Executive Board

W.R. (Willemien) Terpstra, CEO and Chair of the Executive Board

(1970, Dutch, woman)

On 1 March 2024, Willemien Terpstra joined Gasunie’s Executive Board as CEO and Chair. She has been appointed for a period of four years.

As Chair of the Executive Board, Willemien Terpstra has certain specific tasks and responsibilities, which are closely related to her coordinating role as CEO and are specified in clause 4.2 of the Rules of Procedure containing the principles and best practices of the Executive Board. She is also responsible for the GUD business unit and the Strategy, Corporate Communications, Audit and Safety departments.

Other positions

  • Board Member, German-Dutch Chamber of Commerce (DNHK)
  • Member of the Advisory Board, Clingendael International Energy Programme (CIEP) 
  • Member of Stichting Fondsbeheer Culturele Relatie-evenementen (Groninger Museum)
  • Member of Vereeniging van Handelaren Groningen (from February 2025)

A.J. (Jan) Boekelman, CFO

(1959, Dutch, man)

Jan Boekelman was appointed as (interim) CFO and member of the Executive Board on 11 February 2025.

On the Executive Board, he is responsible for the financial policy and the associated rendering of account to the Audit Committee and the Supervisory Board. He also oversees Human Resources, Group Control, Treasury, Risk Management, Procurement, and Corporate Legal.

Mr Boekelman studied econometrics at the University of Amsterdam and completed advanced management programmes at the London Business School, INSEAD and Wharton.

Other positions

  • Member of the Supervisory Board, Chair of the Audit Committee and Member of the Investment Committee, Oasen (water company)
  • Member of the Supervisory Board, financial portfolio, SVP (Purmerend district heating)
  • Board member, Chair of the Finance, Audit and Risk Committee, Aluminium Stewardship Initiative, Melbourne
  • Board Member and Treasurer, Chimbo Foundation

B.J. (Bart Jan) Hoevers, titular member

(1971, Dutch, man)

Bart Jan Hoevers joined the Executive Board as a titular member on 1 September 2017. He was reappointed on 1 September 2021.

Bart Jan Hoevers is Managing Director of Gasunie Transport Services B.V. On the Executive Board, he is responsible for the Asset Management, Operations, IT and GTS focus areas.

Bart Jan Hoevers has been working at Gasunie since 2007, starting out as a business development project manager before moving on to the positions of Regulatory Affairs Manager and Network Development Manager. Prior to joining Gasunie, he worked at the Dutch Ministry of Finance, where he specialised in state holdings, and at the Dutch central bank (DNB). Hoevers studied monetary economics at the University of Groningen. 

Other positions

  • Member of Members’ Council, Netbeheer Nederland
  • Board member, European Network of Transmission System Operators for Gas
  • Chair of the Supervisory Board, Beheerder Afsprakensstelsel (BAS) B.V.

J.A.F. (Hans) Coenen, titular member

(1966, Dutch, man)

Hans Coenen joined the Executive Board as a titular member on 1 April 2023. He has been appointed for a period of four years. Hans Coenen has worked at Gasunie since 1990, most recently as director of business development and strategy.

He is responsible for the Participating Interests, Business Development and Market & Regulation focus areas. He graduated from Wageningen University (Engineering degree) and also has a Master’s Degree in Financial Economics from TIAS Business School in Tilburg.

Other positions

  • Chair of the Executive Committee, Koninklijke Vereniging van Gasfabrikanten in Nederland (KVGN)
  • Member of the Executive Committee, International Gas Union
  • Chair of the Foundation Executive Committee, New Energy Coalition
  • Member of the Executive Committee, EemsdeltaGreen 
  • Member of the Executive Committee, Vereniging Platform Groen Gas (PGG)

J. (Janneke) Hermes, CFO

(1978, Dutch, woman)

Janneke Hermes was appointed as Gasunie’s CFO and member of the Executive Board on 1 October 2019. She was reappointed on 1 October 2023 and stepped down on 11 February 2025.

On the Executive Board, Janneke Hermes was responsible for financial reporting and the associated rendering of account to the Audit Committee and the Supervisory Board. She also oversaw Human Resources, Group Control, Treasury, Risk Management, Procurement, and Corporate Legal.

Janneke Hermes held various management positions at Gasunie, including that of Treasury Control Manager (2005-2007), manager of Employment Terms and Conditions (2014-2016), and Corporate Finance Manager since 2016. Janneke Hermes served as acting CEO from 1 November 2023 until Willemien Terpstra took up this role on 1 March 2024.

Hermes studied econometrics at the University of Groningen and attended the New Board Program at Nyenrode Business Universiteit.

Other positions

  • Member of the Supervisory Board, Openbaar Onderwijs Groningen
  • Member of the faculty supervisory board, Executive Master of Finance & Control, University of Groningen

Composition of the Supervisory Board

Mr D.M. (Diederik) Samsom

(Chair of the Supervisory Board from 9 September 2024)
(1971, Dutch, man)
Date of first appointment: 1 July 2024
First term ends in 2028 (AGM)
Member of the Remuneration, Selection & Appointment Committee

Other board positions

  • Member of the Supervisory Board, Naturalis
  • Member of the Sustainability Advisory Board, Van Oord
  • Member of the Advisory Board, Elysian Aircraft 
  • Member of the Advisory Board, Return Storage Energy
  • Member of the Advisory Board, Renergy Egypt

Prof. T.H.J.J. (Tim) van der Hagen

(Vice-Chair of the Supervisory Board as well as acting Chair until 9 September 2024) 
(1959, Dutch, man) 
Date of first appointment: 1 April 2023 
First term ends in 2027 (AGM) 
Member of the Remuneration, Selection & Appointment Committee

Other board positions

  • Chair of the Executive Board/rector magnificus, Delft University of Technology (principal position)
  • Board member of the Alliance of the universities of Leiden, Delft and Rotterdam (LDE) and of the Federation of 4 Universities of Technology (4TU)
  • Board member, Economic Board for the Province of Zuid-Holland
  • Member of the Supervisory Board, Medical Delta
  • Member of the Technology and Innovation Committee, Confederation of Netherlands Industry and Employers (VNO NCW)
  • Board member, Delft University Fund
  • Board member, Netherlands Energy Research Alliance (NERA) 
  • Board member, Growth through Research, Development and Demonstration in Offshore Wind (GROW) (up to the end of 2024)
  • Board member, Netherlands Institute for Conservation, Art and Science (NICAS) 
  • Member of the Supervisory Board, Theater De Veste, Delft

Ms A.L.M. (Anja) Mutsaers

(1970, Dutch, woman) 
Date of first appointment: 1 December 2021 
First term ends in 2025 (AGM) 
Chair of the Remuneration, Selection and Appointment Committee

Other board positions

  • Partner, De Brauw Blackstone Westbroek (principal position) 
  • Member of the Supervisory Board, Het Concertgebouw NV

Ms C. (Carolina) Wielinga RA

(1970, Dutch, woman) 
Date of first appointment: 15 April 2019
Reappointment date: 29 March 2023 (AGM)
Chair of the Audit Committee

Other board positions

  • Chair of the Supervisory Board, NX Filtration
  • Member of the Supervisory Board, Royal A-Ware Food Group 

Mr G.A.J. (Guido) Dubbeld

(1971, Dutch nationality, man)
Date of first appointment: 4 March 2024
First term ends in 2028 (AGM)
Member of the Audit Committee

Other board positions

  • Member of the Executive Committee, Stichting Tijdelijk Noodfonds Energie
  • Member of the Advisory Board, Salacia Solutions
  • Member of the Supervisory Board and Chair of the Audit Committee, Invest International
  • Member of the Supervisory Board and Chair of the Audit Committee, RET NV
  • Lay judge (Raad) at the Enterprise Chamber of the Amsterdam Court of Appeal
  • Member of the Investment Committee, ValueFactory Ventures BV
  • Consultant, Virida Capital Management BV
  • Consultant, Dispatch Gridservices BV
  • Director/shareholder, OxyNobel BV

Prof. J. (Johannes) Meier

(1963, German, man) 
Date of first appointment: 1 September 2021 
First term ends in 2025 (AGM) 
Member of the Audit Committee

Other board positions

  • CEO and founder, Xi GmbH (Gütersloh) (principal position)
  • Non-executive Director, New Work SE (Hamburg)
  • Chair of the Advisory Board, Stiftung Mercator (Essen)
  • Member of the Advisory Board, Meridian Stiftung (Essen)
  • Board member, UNICEF Germany (Cologne)

Mr A.S. (Ate) Visser

(1956, Dutch, man) 
Date of first appointment: 6 July 2018
Reappointment date: 29 March 2022 (AGM) 
Second term ends in 2026 (AGM) 
Member of the Audit Committee

Other board positions

  • Member of the Executive Advisory Council, RLG International Inc. 
  • Director, Immaterial Ltd. 
  • Chair of the Board, Recircle Ltd 
  • Member of the Advisory Board, NL Space Campus

S.F.L. (Séverine) Baudic

(1974, French, woman)
Date of first appointment: 27 March 2025
First term ends in 2029
Member of the Audit Committee

Other board positions

  • Chief Executive Officer, Ekwil (principal position)

Report from the Supervisory Board

2024 was yet another turbulent gas year. The war in Ukraine and other geopolitical tensions have been prompting a tight, volatile gas market. And this turbulence will not abate in the coming years either. Aside from climate change, the new geopolitical reality is one more reason to continue full steam ahead with the energy transition. Against this backdrop, Gasunie feels compelled to be a beacon of calm and confidence in uncertain times in guaranteeing today’s security of supply and to take the lead in shaping tomorrow’s energy supply. We are proud that Gasunie is fulfilling this dual mission with ever-increasing success. Last year, key steps were taken in finalising the new future-oriented corporate strategy. With this new vision and an optimally designed organisation, Gasunie is ready for the future.

The key topics in 2024

Plan implementation in 2024

Implementation of the 2024-2026 business plan was monitored and discussed on a quarterly basis during the regular consultations between the Supervisory Board and the Audit Committee. In 2024, the Supervisory Board approved several investment decisions, including network investments in Germany to accommodate the transmission of natural gas from the LNG terminals, and a final investment decision for German LNG (in the context of security of supply).

Furthermore, the decision in principle has been taken to invest in Germany’s future hydrogen core network (Wasserstoff-Kernnetz) as well as the final investment decision for Hyperlink 1, the first part of this national hydrogen network.

In 2024, work continued on Porthos, the first part of the Dutch hydrogen network (in Rotterdam) and the fourth tank at Gate terminal. Furthermore, approval has been granted for preparation budgets for the offshore hydrogen network, Waterstofnetwerk Nederland, and Aramis.

In 2024, Gasunie successfully completed its MAX project, the implementation of a completely new IT environment. A lot of employees worked very hard on this and we are proud of this achievement.

2025-2027 business plan

At its meeting in December, the Supervisory Board approved the 2025-2027 business plan. The business plan is largely devoted to successfully realising the Vision 2040 plans and projects and to Gasunie’s contribution to achieving the international climate targets and those of the Dutch Climate Agreement.

Investments in the base scenario will come in at around € 12 billion up to 2030. Of this amount, two-thirds is to be spent on energy transition projects and the rest on security of supply measures.

Additionally, the financial effects and uncertainties of the regulatory regime are visible, which has resulted in significant regulatory settlements.

The new business plan makes it abundantly clear that Gasunie is transforming from a gas transmission system operator into an energy infrastructure company, operating in the area of integrated sustainable energy systems, with international connections and interests. Bringing about this transformation is a huge task that will require everyone's full attention in the coming period, including from the Supervisory Board.

Contribution towards security of supply

The Russian invasion of Ukraine at the end of February 2022 has had significant consequences for Gasunie’s activities to this day. In 2024, the Supervisory Board asked for and received regular updates from the Executive Board on current developments in the area of security of supply and Gasunie’s contribution to this.

A number of investment decisions in 2024 can be directly traced back to the events in February 2022 and the need to address the consequences of these events. This includes, for example, the previously mentioned investment decisions for German LNG and GUD infrastructure for the further development of the LNG terminals in Germany, and the construction works for the fourth tank at the Gate terminal in the Netherlands.

In 2024, GTS also regularly advised the Dutch Ministry of Climate Policy and Green Growth on security of supply and the filling level of the storage facilities.

Strategy revision

The revision of the strategy that started in 2023 was successfully completed in 2024. The Supervisory Board and the shareholder were closely involved in this process, as were the Ministry of Climate Policy and Green Growth, the Ministry of Foreign Affairs, and other stakeholders. This started with interviews of employees and other stakeholders, which resulted in the identification of the key topics. Based on all the information, discussions and analyses, the new mission and strategy were developed step by step, a process in which the Supervisory Board was always involved.

The new strategy prepares Gasunie for the future, which will be characterised by rapid changes on almost all fronts: political/geopolitical, social, technical, economic and, especially, in the realm of energy. The role of natural gas will rapidly diminish towards the second half of this century, eventually disappearing almost completely. Natural gas will, however, still continue to play a significant role over the next 15 years or so. Effectively and efficiently guaranteeing security of supply in this changing playing field is an important task. To meet this challenge, we are committed to managing and maintaining our current natural gas infrastructure in the best manner possible.

At the same time, it is vital that we now accelerate the energy transition that has already started in the area of molecules. The inclusion of hydrogen, CO2 and heat in the energy system requires new infrastructure. Gasunie wants to use its expertise and experience to shape this new infrastructure and deliver it in good time so that the desired pace of energy transition can be maintained, and it wants to do so while ensuring the quality and cost control that can be expected from Gasunie. Gasunie sees it as its task to ensure that industry and homes are connected to affordable, reliable, zero-carbon energy infrastructure, now and in the future. In the coming period Gasunie will structure its organisation in such a way as to ensure that it can succeed in this endeavour. This way we can deliver new energy for a prosperous society.

Safety

Safety is top priority for Gasunie. In 2024, Gasunie organised its Safety Days, with mandatory participation for all employees, at Twente Airport. The theme was ‘Every link counts’, with the emphasis on safe collaboration throughout the value chain. In 2024, safety was also added as a separate topic to the material topics the company reports on in accordance with the CSRD in its annual report.

The changing geopolitical situation in recent years has also given rise to new threats, such as possible process disruptions caused by attempted attacks on our IT systems, and the risk of sabotage of our vital infrastructure and international gas pipelines for the supply of foreign gas. At Gasunie, these developments are being given utmost attention, with an increased focus on business continuity and resilience.

The Supervisory Board considers supervision of Gasunie’s safety and safety culture to be a vital part of its task. In 2024 several members of the Supervisory Board attended the Gasunie Safety Days and a number also participated in the tailor-made Gasunie Hazard Awareness workshop at the DNV training location in Spadeadam (UK). Several will do so again this year.

In mid-2024, the results of the baseline measurement for the Safety Culture Ladder were presented to the Supervisory Board. The conclusion that Gasunie is on rung 3 of 5 and that we see a possible downward trend has led to the company instituting a broad safety culture programme, with various workflows and with firm targets.

In 2024, the figure for the company’s personal safety indicator, the ‘Total Reportable Frequency Index (TRFI)’, once again exceeded the threshold and was well above the comparable figures for the international oil, gas and chemical industry. From this it can be seen that it is not easy to lower our accident rate; accordingly, the Supervisory Board endorses the extra attention the CEO and the other members of the Executive Board are paying to this vital safety aspect.

In the area of process safety, Gasunie performed well in 2024. The complexity of process safety and the challenges that accompany this for the organisation are increasing significantly in step with the energy transition and the anticipated significant increase in the transport of hydrogen and CO2, biomethane and heat. The Supervisory Board is following this closely and is involved through deep dive sessions covering various complex aspects, during which experiences are also shared.

A safety expert explained to the Supervisory Board the ‘modern view on safety’, where the focus is on personal safety – on employees rather than on (administrative) processes. Rather than focusing on what’s going wrong, the focus is on how employees can see that things go right each day. In this approach, attention is directed towards taking measures to ensure that as much as possible goes well and towards acting flexibly according to the specific circumstances.

The Supervisory Board is pleased to note that in 2024 Gasunie paid even more attention to communication about safety by means of ‘safety moments’ and the safe performance of all work activities, not only among Gasunie staff, but also with the contractors. As always, safety will have our full attention in 2025 too.

Consultations with the Works Council

Individual members of the Supervisory Board attended two consultative meetings with the Works Council in 2024. The full Supervisory Board also met with the Works Council in the autumn. In various rounds of talks at different tables, ideas on Gasunie’s course were freely exchanged based on specific topics like safety, effectiveness, and housing. Everyone involved experienced this dialogue as very useful and educational, not least the members of the Supervisory Board.

Consultations with the shareholder

There were several informal meetings with representatives of the Ministry of Finance and two formal consultations, one in the spring and one in the autumn. As Gasunie’s shareholder, the Ministry played a crucial role in determining the strategy, in decisions regarding hydrogen investments in the Netherlands and Germany in particular. In this context, extensive consultations were held with the shareholder on the considerations that Gasunie must make with regard to risks and returns in light of its assigned role in the energy transition and the realisation of broad prosperity for society.

2024 financial statements

The Supervisory Board discussed the 2024 annual report, and on receipt of the positive recommendation given by the Audit Committee and the unqualified auditor’s report from the external auditor EY, it decided to submit the 2024 financial statements to the Annual General Meeting for adoption. In addition, the Supervisory Board supports the proposal of the Executive Board that no dividend be paid over the net profit and that € 70.2 million be added to the other reserves.

Composition of the Executive Board

Willemien Terpstra joined the Executive Board as CEO on 1 March 2024. Effective 11 February 2025, after working at Gasunie for almost 23 years (more than five years as CFO), Janneke Hermes stepped down on her own initiative. We would like to take this opportunity to thank Janneke for her exceptional commitment and valuable contribution to Gasunie in turbulent times and for the pleasant collaboration we have enjoyed with her over the years. We wish her every success in her further career. Janneke Hermes was succeeded on 11 February 2025 by Jan Boekelman, who has taken up the position of interim CFO; we are confident that in him we have found a capable interim successor. The Supervisory Board has since started the process for the appointment of a permanent CFO.

Collaboration between the Supervisory Board and the Executive Board, and evaluations

The collaboration between the Supervisory Board and the Executive Board has once again been intensive and productive this year. The Supervisory Board has observed that the new composition of the Executive Board, the growing investment portfolio and geopolitical developments are placing increasing demands on both the Executive Board and the Supervisory Board, as well as all Gasunie employees. The interaction between the Supervisory Board and the Executive Board therefore has our full attention.

The findings from the internal evaluation carried out in 2023 into these interactions were followed up in 2024. This resulted in a revised meeting format, ongoing interaction between Supervisory Board and Executive Board members through ‘walk and talks’ and deep dive sessions covering various topics, and more.

The evaluation of the Supervisory Board and its committees and of the collaboration between the Supervisory Board and the Executive Board also took place in 2024, this year with two external evaluation guides. The Supervisory Board also conducted an internal evaluation of the Executive Board and the individual Executive Board members through self-evaluation, assessment of the previously set targets, and regular individual interviews.

From the 2024 evaluation it emerged that the Supervisory Board and its committees all function well. Ensuring clarity in advance on the strategic/detail level at which topics should be discussed during meetings is an area that could stand improvement. The Supervisory Board is also considering how the dynamics between the Executive Board and the Supervisory Board can be further improved so that quick action can be taken in difficult situations. Lastly, the Supervisory Board and the Executive Board consider an ongoing dialogue about the strategy desirable to ensure effective response to ever-changing circumstances.

The Supervisory Board holds the view that the Executive Board’s performance and that of its individual members is good and that this is well aligned with the phase that Gasunie currently finds itself in. The conclusions of the evaluation were discussed with each board member individually.

Composition of the Supervisory Board and meetings

Diederik Samsom joined the Supervisory Board on 1 July 2024 and was appointed Chair by the other members as per 1 September 2024. Tim van der Hagen held the position of acting Chair of the Supervisory Board between 1 October 2023 and 31 August 2024. We are very grateful to Tim for accepting this interim role, which ensured continuity on the Supervisory Board.

Attendance at SB and committee meetings SB AC BBC Note
Diederik Samsom 4 out of 4   2 out of 2 date of first appointment 1 July 2024
Guido Dubbeld 5 out of 5 4 out of 4   date of first appointment 4 March 2024
Tim van der Hagen 6 out of 6   5 out of 5  
Johannes Meier 6 out of 6 5 out of 5    
Anja Mutsaers 6 out of 6   5 out of 5  
Ate Visser 6 out of 6 5 out of 5    
Carolina Wielinga 6 out of 6 5 out of 5    
A word of thanks

The Supervisory Board is proud of the flexibility and decisiveness Gasunie has shown in carrying out the numerous and varied activities this year, both for security of supply and for the climate objectives and targets, and of the enormous steps forward the company has taken in revising its strategy and realising its Vision 2040 plans and projects. We would like to extend our heartfelt thanks to everyone in the company.

Groningen, 28 March 2025
Supervisory Board of N.V. Nederlandse Gasunie

The Supervisory Board of Gasunie. From left to right: Anja Mutsaers, Johannes Meier, Diederik Samsom, Ate Visser, Guido Dubbeld, Tim van der Hagen, Carolina Wielinga. Not pictured: Séverine Baudic.

Diversity of Executive Board and Supervisory Board

Diversity is an explicit area of attention for Gasunie. The policy is aimed at ensuring Gasunie acts in accordance with the diversity requirements set out by law and in the Corporate Governance Code for future vacancies on the Executive Board and Supervisory Board.

The composition of the Executive Board meets the target (30%) regarding having a balanced distribution of seats between men and women on the management board. Up to 1 March 2024, the Executive Board comprised three members, one of which was a woman (a director under the articles of association). Since 1 March 2024, the Executive Board has had four members, with a male/female split of 50% / 50% and both women being directors under the articles of association. From 11 February 2025 to date, the Executive Board has comprised five members, i.e. three men (one of whom is a director under the articles of association) and one woman (a director under the articles of association).

Up to 1 March 2024, the Supervisory Board comprised five members, i.e. three men and two women. On 1 March 2024, the Supervisory Board comprised six members, with a male/female split of 66.6% / 33.3%. Between 1 July 2024 and 27 March 2025, the Supervisory Board comprised seven members, with a male/female split of 71.4% / 28.6%. As of 27 March 2025, the Supervisory Board is made up of eight members, with a male/female split of 63.5% / 37.5%. One of the Supervisory Board members has German nationality and one has French nationality.

Within ten months from the end of each financial year, Gasunie reports to the Social and Economic Council (SER) on (i) the number of men and women who are members of the Executive Board and the Supervisory Board at the end of the financial year, as well as those in particular categories of employees (to be determined by the company) in managerial positions; (ii) the targets (i.e. target figure); (iii) the plan to achieve these targets; and (iv) the reasons if one or more targets have not been achieved.

Additional information: Diversity, equity and inclusion (DEI) explains our DEI objectives, the plan to achieve these objectives and the results of our DEI policy over the past year, as well as the figures for new hires and the retention and departure of our employees.

Sustainability expertise of the Executive Board and Supervisory Board

The Executive Board has expertise in matters relating to sustainability and in recent years has taken final investment decisions for infrastructure projects that support the energy transition and involve hundreds of millions of euros in investments. Before taking decisions, the Executive Board seeks extensive advice from experts within Gasunie, as well as from external experts.

The Supervisory Board also has a great deal of expertise in matters relating to sustainability. The board members are or have been engaged by companies in the energy/energy transition value chain and/or organisations that provide advice to this sector on these matters. For five years, the Chair of the Supervisory Board supported, as Head of Cabinet, the (Dutch) European Commissioner for Climate Action in the development of a Green Deal, a European Climate Act, and the Carbon Border Adjustment Mechanism, a system for import duties on CO2-intensive products from countries without an emissions trading system.