Royal BAM N : Compliance with the VNO NCW Tax Governance Code 2022

Compliance with the VNO NCW Tax Governance Code

In February 2021, VNO-NCW announced in its agenda for 2030 'Ondernemen voor brede welvaart' that the business community would develop a Tax Governance Code. This Tax Governance Code should lead to more transparency on the tax position of Dutch listed companies. In May 2022 VNO NCW has published the first Tax Governance Code.

In this overview you will find the full text of the Tax Governance Code and the way Royal BAM Group applies these as per 31 December 2022. In the explanations we regularly refer to our Tax Report and our Tax Policy, which can be found here:

-	Tax Report	Annual Reports | Koninklijke BAM Groep / Royal BAM Group
-	Tax Policy	BAM Tax policy statement | Koninklijke BAM Groep / Royal BAM Group
Royal BAM Group nv
10 October 2023
			Principle and best practice determination			Comply			Explanation
							or
							explain
A.			Approach to Tax: Tax Strategy & Tax Principles
			The company sees tax not as a cost factor only, but as a means for social
			economic cohesion, sustainable growth and long-term prosperity.
A.1.			The company's approach to tax is based on a tax strategy and set of principles		Comply		Our approach to tax is stated in the Tax Policy, which is
			approved by the board of directors, the supervisory board, or delegated sub-					published both in our Tax Report (par. 4) and on the
			committee (the board).					company's website. Furthermore, the approval by the
										Executive Committee and Audit Committee is explained in
										the governance paragraph (5.2).
A.2.			The company reports at least annually to the board on tax risks and adherence		Comply		How we report to the Board is explained in the governance
			to the tax strategy and principles.					paragraph of our Tax Report (par. 5.2).
A.3.			The company's tax strategy and principles apply to all group entities.		Comply		The scope of our Tax Policy is stated in the Tax Policy
										itself, which is published both in our Tax Report (par. 4) and
										on the company's website.
A.4.			The company's tax principles apply to how the company operates in its		Comply		The scope of our Tax Policy is stated in the Tax Policy
			relationships with employees, customers and contractors.					itself, which is published both in our Tax Report (par. 4) and
										on the company's website.

	B.			Accountability & Tax governance
				Tax is a core part of corporate social responsibility and governance and is
				overseen by the board.
B.1.		The board is accountable for the tax strategy, principles and tax risk	Comply	The accountability and governance is included in Tax
				management.		Policy, which is published both in our Tax Report (par. 4)
							and on the company's website. In addition, our CFO has
							co-written the introduction of our Tax Report, committing to
							the importance of our transparent approach to tax,
							contributing to our corporate social responsibility.
B.2.		The company has a tax control framework that sets out the tax controls and risk	Comply	In our Tax Report (par 5.1) we elaborate on how we
				management.		manage our tax risks.
B.3.		Internal or external auditors regularly review the company's tax controls as part	Explain	Controls are shared and discussed with Dutch tax
				of the audit of its financial results.		authorities. Furthermore, we consider to involve internal
							audit in the near future.

	C.			Tax Compliance
				The company is committed to comply with the letter, the intent and the spirit of
				the tax legislation of the countries in which it operates and to pay the right
				amount of tax at the right time.
C.1.		The company prepares and files all tax returns required, providing complete,	Comply	Our approach to Compliance is stated in the Tax Policy,
				accurate and timely disclosures to all relevant tax authorities.		which is published both in our Tax Report (par. 4) and on
							the company's website. Furthermore, our relationships with
							tax authorities (par. 6) also explains how we disclose
							information to tax authorities.
C.2.		The company's responsible tax planning is based on reasonable interpretations	Comply	Our approach to tax planning is stated in the Tax Policy,
				of applicable law and is aligned with the substance of the economic and		which is published both in our Tax Report (par. 4) and on
				commercial activity of its business.		the company's website.
C.3.		The company will not undertake transactions or engage in arrangements of	Comply	Our tax approach to transactions is stated in the Tax Policy,
				which the sole purpose is to create a tax benefit that is in excess of a		which is published both in our Tax Report (par. 4) and on
				reasonable interpretation of relevant tax rules.		the company's website. In the Tax Policy we make a
							statement on which business structures we use.
C.4.		The company will only claim tax incentives in line with the policy intent of such	Comply	The tax features and tax incentives that are relevant for
				tax incentives and provided such incentives are generally available.		BAM are listed in our Tax Report (par. 7). We also make a
							statement on when we apply for tax incentives.

C.5.		If the company seeks certainty in advance from tax authorities to confirm an	Comply	Our relationships with tax authorities (par. 6) states when
				applicable tax treatment, it does so based on full disclosure of all relevant facts		and how we seek certainty in advance with tax authorities.
				and circumstances.		Furthermore, it also explains how we disclose information to
							tax authorities.
	D.			Business structure
				The company will only use business structures that are driven by commercial
				considerations, are aligned with business activity and have genuine substance.
D.1.		The company does not use so-called tax havens for tax avoidance. All entities in	Comply	Our tax approach to transactions is stated in the Tax Policy,
				tax havens exist for substantive and commercial reasons.		which is published both in our Tax Report (par. 4) and on
							the company's website. In the Tax Policy we make a
							statement on which business structures we use (par. 12).
D.2.		The company pays tax on profits according to where value is created within the	Comply	Our tax approach to transactions is stated in the Tax Policy,
				normal course of commercial activity.		which is published both in our Tax Report (par. 4) and on
							the company's website. In the Tax Policy we make
							statements on business structures and compliance.
D.3.		The company uses the arm's length principle, in line with guidelines issued by	Comply	Our tax approach to transactions is stated in the Tax Policy,
				the OECD, and applies this consistently across its businesses, contingent on		which is published both in our Tax Report (par. 4) and on
				local laws.		the company's website. In the Tax Policy we make a
							statement on transfer pricing.
	E.			Relationships with Tax Authorities and Other External Stakeholders
				Mutual respect, transparency and trust drive the company's relationships with
				tax authorities and other relevant external stakeholders.
E.1.		The company seeks to develop cooperative relationships with tax authorities,	Comply	In our Tax Report we elaborate on our relationship with tax
				and relevant other authorities, based on mutual respect, transparency and trust.		authorities (par. 6).
E.2.		The company seeks to engage constructively in national and international	Comply	BAM is actively participating in tax groups at VNO-NCW
				dialogue with governments, business groups and civil society to support the		and Bouwend Nederland, which groups are engaged in
				development of effective tax systems, legislation and administration.		dialogues on development of and changes in (international)
							tax laws and regulations.
E.3.		The company will work collaboratively with tax authorities to achieve early	Comply	In our Tax Report we elaborate on our relationship with tax
				agreement on disputed issues and certainty on a real-time basis, wherever		authorities (par. 6).
				possible. Where there is controversy, the company will strive to resolve the
				controversy by applying these principles.

	F.			Tax Transparency & Reporting
				The company regularly provides information to its stakeholders, including
				investors, policy makers, employees, civil society and the general public, about
				its approach to tax and taxes paid. The company will therefore publish the
				following information:
F.1.		A tax strategy or policy and its tax risk management strategy.	Comply	Our approach to tax is stated in the Tax Policy, which is
							published both in our Tax Report (par. 4) and on the
							company's website. Furthermore, the approval by the
							Executive Committee and Audit Committee is explained in
							the governance paragraph (5.2).
F.2.		A list of entities, with ownership information and a brief explanation of the type	Comply	A list of main legal entities within our structure is disclosed
				and geographic scope of activities.		in our Tax Report (par. 12). A full list of legal entities is filed
							with the Dutch Commercial Register.
F.3.		Annual information on the corporate income tax the company accrues and pays	Comply	An overview of cash contributions is included in our Tax
				on a cash basis at a country level.		Report (par. 10).
F.4.		The total tax borne and collected by the company, globally or per country,	Comply	An overview of taxes borne and collected is included in our
				including corporate income taxes, property taxes, (non-creditable) VAT and		Tax Report (par. 10).
				other sales taxes, employer/employee-related taxes, and other taxes that
				constitute costs to the company or are remitted by the company on behalf of
				customers or employees, by category of taxes.
F.5.		Information on financially material tax incentives (e.g. tax holidays), including an	Comply	Information on the tax features and incentives we use are
				outline of the incentive requirements and when it expires.		disclosed in our Tax Report (par. 7).
F.6.		An outline of the advocacy approach the company takes on tax issues, the	Comply	BAM is actively participating in tax groups at VNO-NCW
				channels through which the company engages in regard to policy development,		and Bouwend Nederland, which groups are engaged in
				and the overall purpose of its engagement.		dialogues on development of and changes in (international)
							tax laws and regulations.