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Legal structure, ownership and governance

Ernst & Young Accountants LLP is an audit firm operating in The Netherlands and is organized as a UK Limited Liability Partnership. Ernst & Young Accountants LLP is a member firm of Ernst & Young Global Limited, a UK company limited by guarantee (EYG). In this report, we refer to ourselves as “Ernst & Young Accountants LLP”, “we,” “us”, “our” or “our firm”. EY refers collectively to the global organization of the member firms of EYG.

Our firm engages in various professional activities through three service lines: Assurance, Advisory and TAS (Transaction Advisory Services).

EYG member firms are grouped into four geographic Areas: Americas; Asia-Pacific; Europe, Middle East, India and Africa (EMEIA); and Japan. The Areas comprise a number of Regions, which consist of member firms or sections of those firms.

Our activities in the Netherlands are part of the EMEIA Area, which comprises EYG member firms in 99 countries in Europe, the Middle East, India and Africa. Within the EMEIA Area, there are 12 Regions. Together with Belgium, the Netherlands forms the Belgium/Netherlands Region (“BeNe”). This Region does not include the financial sectors in both countries, as these industry sectors are part of the EMEIA Financial Services Region. Although Financial Services constitutes a separate Region, in this Transparency Report we report all activities of Ernst & Young Accountants LLP, including Financial Services in the Netherlands.

Ernst & Young (EMEIA) Limited (EMEIA Limited), an English company limited by guarantee, is the principal coordinating entity for the EYG member firms in the EMEIA Area. EMEIA Limited facilitates the coordination of these firms and cooperation between them, but it does not control them. EMEIA Limited is a member firm of EYG, has no financial operations and does not provide any professional services.

In Europe, a holding entity, Ernst & Young Europe LLP (EY Europe), was formed in conjunction with EMEIA Limited. EY Europe is an English limited liability partnership, owned by partners of the EYG member firms operating in Europe. It is an audit firm registered with the Institute of Chartered Accountants in England and Wales (ICAEW), but it does not carry out audits or provide any professional services. To the extent permitted under local laws and regulation, EY Europe has acquired or will acquire voting control of the EYG member firms operating in Europe. EY Europe is a member firm of both EYG and EMEIA Limited.

Ownership
Our firm is owned by the private practice companies of our partners in the Netherlands (“members”). Apart from holding a stake in Ernst & Young Accountants LLP, our members also co-own Ernst & Young Nederland LLP, together with the members of Ernst & Young Belastingadviseurs LLP. The members of our firm and of Ernst & Young Belastingadviseurs LLP are also co-owners of EY Europe.

Our simplified ownership structure is illustrated below. No changes to this structure were made in fiscal year 2015/2016.
 


Control

EY Europe obtained voting control in Ernst & Young Nederland LLP on 31 March 2009 and with that has indirect control over our firm.



Organization

The network of Ernst & Young Accountants LLP operates from 16 offices in the Netherlands and comprises:
  • Ernst & Young Nederland LLP
  • Ernst & Young Belastingadviseurs LLP – tax services
  • Ernst & Young Actuarissen BV – actuarial services
  • Ernst & Young CertifyPoint BV - independent and impartial certification
  • Ernst & Young VAT Rep BV – VAT representation
  • Ernst & Young Real Estate Advisory Services B.V. – real estate investment advice and valuations
  • Stichting Ernst & Young Foundation – support for initiatives by not-for-profit organizations regarding sustainability and environmental issues
  • Centre B.V. - EPM services, including financial consolidation, budgeting, planning and forecasting, to large international clients
  • CFORS B.V. – development of software solutions for banks and insurers, enabling them to comply with new reporting standards, such as Solvency II, CRD IV and IFRS 4
  • Integrc B.V. - advice regarding SAP systems, specifically SAP GRC
  • EY Intelligence In Information B.V. – advice regarding data warehousing, business intelligence, data analytics through to predictive analytics
  • EY Montesquieu Finance B.V. – advice regarding finance
  • EY Montesquieu Institutional Risk Management B.V. – advice regarding risk management
  • Parthenon-EY B.V. - global strategy consulting
Ernst & Young Belastingadviseurs LLP has a strategic alliance with Holland Van Gijzen Advocaten en Notarissen LLP. Holland Van Gijzen is not part of the network of Ernst & Young Accountants LLP.

Ernst & Young Nederland LLP coordinates and facilitates EY’s activities in the Netherlands, but does not provide services to external clients. The economic profits of Ernst & Young Accountants LLP are distributed among partners through Ernst & Young Nederland LLP.

Governance in the Netherlands
Ernst & Young Nederland LLP is governed by a Board of Directors elected by EY Europe. In fiscal year 2015/2016 the Board members were Marcel van Loo (Chair, Country Managing Partner in the Netherlands), Michèle Hagers (Chair of Ernst & Young Accountants LLP) and Jeroen Davidson (Chair of Ernst & Young Belastingadviseurs LLP). Marcel van Loo resigned as Country Managing Partner and was replaced by Coen Boogaart as of 1 July 2016 (both as Country Managing Partner and as Chair of Ernst & Young Nederland LLP).

The Board provides coordinating leadership in order to optimize the shared course of business and practices of Ernst & Young Accountants LLP and Ernst & Young Belastingadviseurs LLP, and to promote their joint strategy. The Board regularly discusses various topics with the Regional Partner Forum, whose members are partners’ representatives.

Governance of the Audit Firm
The Board of Directors of Ernst & Young Accountants LLP is responsible for the commercial, financial and reputational standing of our firm. Appointment procedures, time in office and other relevant personal details of members of the Board are published on our website.

The Board manages our firm’s operational and financial effectiveness, its compliance with local and international professional standards and audit regulations, the implementation of our assurance strategy, methodology and tools, and the sufficiency of our resources.

The members of the Board of Directors of Ernst & Young Accountants LLP are elected by Ernst & Young Nederland LLP. There are currently four Board members: Michèle Hagers (Chair), Joep Heijster (Talent), Jeroen Kamphuis (Belgium/Netherlands Professional Practice Director) and Jules Verhagen (Markets Netherlands).

Policymakers and Co-Policymakers
The following persons were/are responsible for policymaking and co-policymaking (beleidsbepalers and medebeleidsbepalers) at Ernst & Young Accountants LLP.

Policymakers (Assurance Leadership Team):
  • The four members of the Board of Ernst & Young Accountants LLP mentioned above
  • Wouter Smit, the Netherlands Financial Services leader
  • Patrick Rottiers, partner of the Belgian audit firm in EY’s global network and responsible for Markets Belgium
  • Yves tiberghien, Markets leader for Accounting Compliance Reporting (ACR) in the Belgium/Netherlands Region
Co-policymakers:
  • Rudi Braes, Belgium/Netherlands Regional Managing Partner
  • Jeroen Davidson, member of the Board of Directors of Ernst & Young Nederland LLP
  • Bernard Heller, Professional Practice Director Europe
  • Jean-Yves Jégourel, Assurance Leader Europe
  • Marcel van Loo, Chair of the Board of Directors of Ernst & Young Nederland LLP
  • Mark Otty, Managing Partner Europe
  • Isabelle Santenac, Assurance Leader Europe Financial Services
Marcel van Loo resigned as Chair of the Board of Directors of Ernst & Young Nederland LLP and was replaced as of 1 July 2016 by Coen Boogaart. Mark Otty resigned as Managing Partner Europe and was replaced as of 1 July 2016 by Andy Baldwin.

EY’s Supervisory Board in the Netherlands
The Supervisory Board (Raad van Commissarissen, RvC) of Ernst & Young Nederland LLP started its activities in July 2015. The tasks of the former Public Interest Committee (Commissie Publiek Belang, CPB) of Ernst & Young Accountants LLP (amongst others to safeguard the public interest) were absorbed by the RvC and the Chair of the CPB, Steven van Eijck, joined the RvC. Other tasks of the RvC are: safeguarding audit quality, supervising the internal risk management and (quality) control systems and monitoring the social responsibility issues of our professional practices.

The RvC consists of three external, independent members and one non-independent member. The three independent members are Pauline van der Meer Mohr (Chair), Steven van Eijck and Monique Maarsen. The non-independent member is Jean-Yves Jégourel, Assurance Leader Europe.

In Part One of this Transparency Report, the RvC reports on its activities during fiscal year 2015/2016.

EY Europe’s principal governing bodies are:

Europe Operating Executive
The Europe Operating Executive (EOE) operates as the board of EY Europe. It has authority and accountability for strategy execution and management of EY Europe’s operations. The EOE comprises: the Europe Managing Partner; the leaders for Accounts, Talent and Risk Management; the service line leaders for Assurance, Advisory, Transaction Advisory Services and Tax; and all European Regional Managing Partners.

Europe Governance Sub-Committee
EY Europe has the Europe Governance Sub-Committee, which includes one representative from each Region in Europe. It serves in an advisory role to the EOE on policies, strategies and other matters, and its approval is required for a number of significant matters, e.g., the appointment of the Europe Managing Partner, approval of the financial reports of EY Europe and material transactions.