Corporate governance
The Board of Directors determines policy at Unica. The Supervisory Board supervises the implementation of policy and advises the Board of Directors. The Executive Committee which includes the directors of all nine business clusters, the business services and the Board of Directors, is responsible for coordination of the business cluster organisation. There are also regular constructive consultation meetings with the Joint Works Council.
The structure regime was introduced in November 2021. According to this regime, the Supervisory Board has responsibilities that previously lay with the shareholders. The Works Council was also given a reinforced recommendation right for the appointment of one third of the Supervisory Board. This recommendation right was employed during the most recent appointment of supervisory directors, to support the reappointment of supervisory director Henk ten Hove.
Shareholders
Unica has two shareholders with a substantial interest. Investor Triton has been a majority shareholder since 2017, while the Van Vliet family, as the founders of our company, remain closely involved with Unica as major shareholder. The management of Unica also have a participation in the company.
In 2023, Triton and the Van Vliet family extended their investment in Unica. This move was once again an expression of their solid confidence in the growth potential and strategy of our company. As a result, we are able to continue to combine our long history as a family-owned Dutch company with the professional support of an investment organisation. We are delighted to be able to continue this form of cooperation, in which the stability of the two major shareholders provides a solid foundation for the continued success of our company. The support from these two shareholders is an excellent starting point from which to realise the further growth and ambitions of Unica.
Board of Directors and Supervisory Board
In 2023, the Board of Directors was made up of John Quist (CEO) and Ron van Laar (CFO). John Quist has been CEO at Unica since 2014 while Ron van Laar was appointed CFO in 2021. A third position was created on the Board of Directors on 1 January 2024 with the appointment of Debby Slofstra as Chief Operating Officer (COO). The appointment of Debby Slofstra as third member of the Board of Directors reinforces the continuity of our company and ensures a more balanced distribution of tasks within our Board. Through this appointment, Unica has also fulfilled its aim of bringing about more gender diversity in the board.
The Supervisory Board remained unchanged in 2023. The Supervisory Board consists of Michiel Jaski (chair), Luc Hendriks and Henk ten Hove. Michiel Jaski and Luc Hendriks were reappointed for a further period of four years in 2021, and Henk ten Hove was reappointed for four years in 2022. In any future changes to the composition of the Board, we will continue to strive for a more balanced representation between men and women.
Acquisitions
In addition to continuing the shareholder structure, the group of companies that makes up Unica was expanded in 2023 with a number of new companies. The operating companies Tenergy Portfolio Services BV, Tenergy Engineering BV, Engine Competences Services BV and Tenergy Consultancy BV were part of the acquisition of Tenergy to reinforce and expand the activities of Unica Energy Solutions. In addition, Breedveld & Schröder BV and Hermans Elektra BV became part of the national network of Unica Building Services, via acquisitions. Also in 2023, the remaining shares of Numan & Kant BV were acquired.
Joint Works Council
When it comes to implementing policy, the management of Unica consults both formally and informally with the Joint Works Council. This Joint Works Council represents all clusters , and each cluster has a number of seats on the council, proportional to their employee numbers. The works councils of the companies acquired in recent years have been integrated in this Works Council and can make their contribution via their own sub committee which specifically represents the grassroots at their company. Pranger-Rosier Installaties continues to have its own Works Council. The intention for 2024 is to further expand the Joint Works Council to include the remaining employee representation bodies.
The Board of Directors enjoys a constructive relationship with the Works Council. In 2023 there was positive dialogue on a number of topics and in various policy areas the Works Council gave its support and approval to a number of requests for advice. The Works Council also called in an external consultant to discuss a number of such requests.
