Report of the Supervisory Board

The Supervisory Board supervises the Executive Board and the Executive Board and assists them with advice. The financial reporting is also assessed on a regular basis. Special attention is paid to transparency of reporting and to compliance with accounting rules, laws and regulations of the AFM and Euronext and other legal requirements.

Strategic developments

Alcyone strives for long-term value creation. The Supervisory Board is confident that the intended value creation – in the interest of shareholders and other stakeholders – will actually be realised.

With the acquisition of a stake in Sterope, Alcyone fulfils its strategic desire to be active in various knowledge-intensive sectors and in multiple "verticals". Just like Taygeta, Sterope is active in a growth market. The healthcare sector is struggling with staff shortages and the demand for sufficiently trained healthcare staff is only expected to increase in the coming years. Sterope responds to two important trends: the increasing demand for healthcare professionals and the flexibilisation of the labour market.

The themes on which Taygeta profiles itself with its services contribute to innovation and improved services within the financial sector. Strategically, the E-commerce and Non-profit sectors have now been added. This is in the direct interest of the clients concerned as well as in the interest of their customers and therefore also generally socially relevant. There is a growing demand for specialist knowledge and experience within the defined focus sectors and Taygeta also has the ambition and a good starting position to increase its market share.

In 2023, the Supervisory Board oversaw the implementation of the strategic policy and is of the opinion that the interests of all stakeholders (shareholders, customers, employees, suppliers and society as a whole) will be carefully considered. There is no reason to revise or adjust the strategic choices that have been made. The management (Executive Board and Board) strives to grow Sterope and Taygeta in turnover and number of professionals. The Supervisory Board will monitor whether this growth is actually achieved.

Financial statements and discharge

The Supervisory Board has thoroughly read the financial statements and the 2023 annual report and discussed them in detail. ABC audited and approved the 2023 financial statements. ABC's auditor's report can be found in the other data in this annual report.

The Supervisory Board notes that the Executive Board's report for 2023 meets the requirements of transparency. The Supervisory Board is of the opinion that the financial statements give a true and fair view of Alcyone's financial position and profitability. That is why we propose to the General Meeting to adopt the annual accounts. We also ask the General Meeting to discharge the Executive Board and the Supervisory Board for the policy pursued and their supervision over the past financial year.

Composition of the Supervisory Board

The composition of the Supervisory Board remained unchanged in 2023 and consisted of David Gilmour (Chairman) and Joni Mitchell. The composition of the Supervisory Board does not yet fully comply with the guidelines of the Corporate Governance Code. Mr. David Gilmour is also a director of the company's major shareholder, which means that provision 2.1.7ii, which requires more than half of the supervisory directors to be independent, falls just short of compliance. Due to the limited size of the company, this is temporarily deviated from. The composition is balanced. The combination of experience, expertise and independence enables the Supervisory Board to perform its various tasks properly.

A retirement schedule has not yet been set because both David Gilmour and Joni Mitchell have been appointed for an initial four-year term and it is assumed that both will complete this term. In the meantime, an unplanned change can always occur. If the case arises, a retiring schedule will also be determined in the event of a proposal for reappointment for a second term.

The Supervisory Board met seven times. All members of the Supervisory Board were always present at the meetings. In addition to a limited number of physical meetings, meetings were also held online and frequent telephone and electronic consultations took place.

In the joint meetings with the Executive Board, the following topics were discussed, among others, noting that in view of the size of the company, no separate committees were set up and all topics were therefore discussed in the entire Supervisory Board:

  • Strategy and implementation of the strategy, budget, financial developments, results, administrative organisation, internal control and market developments;

  • Agenda requests and discussions with shareholders;

  • Annual report and dividend policy;

  • Press releases;

  • Employee matters, including evaluation of management's performance;

  • Organisational structure and general and operational state of affairs;

  • Corporate governance (e.g. investor relations and publicity);

  • Remuneration of the Board of Directors and Executive Board;

  • Appointment of ABC as auditor for the 2023 financial statements;

  • Evaluation of the Executive Board's own performance and that of the Executive Board. Evaluation of the Executive Board's own performance was carried out by means of internal feedback between the members of the Supervisory Board. Evaluation of the performance of the Executive Board was carried out by analysing the objectives achieved in relation to the objectives as defined in the annual plans derived from the strategy. Discussions were also held with managers within the organisations of the operating companies. The points of attention arising from the evaluations are actively taken up, discussed between the members of the Supervisory Board or with the Executive Board, and progress is monitored as a result;

  • M&A projects

In addition to Alcyone's strategic reorientation, regular and incidental topics were discussed in the various Supervisory Board meetings, including the topics that would have been accommodated in the various committees in a larger Supervisory Board. This includes monitoring internal and external developments, implementation of the strategy, personnel (including staffing management) and the relationship with (major) shareholders.

Confidence in the future

Based on the quality of the organisation, the demands from the market and the upward trend shown in 2023, the Supervisory Board is looking forward to the further implementation of the chosen strategy at Sterope and Taygeta. In addition, the intended purchase of Kitalpha in 2024 will be monitored.

The Supervisory Board shares the Executive Board's expectation that Alcyone will be able to grow further in 2024 in terms of revenue, EBITDA and shareholder income.

Both Sterope and Taygeta have plenty of opportunities to develop and grow. The Supervisory Board offers the management of both companies the space to further develop both the organisation and the services they provide to clients. The aim is to achieve organic growth.

If opportunities arise to strengthen the companies with add-on acquisitions, Alcyone is open to them.

Amsterdam, 26 april 2024

Supervisory Board

  • David Gilmour, Chairman

  • Joni Mitchell