Board committees

The Audit Committee is comprised of Mr. T de Swaan, Mr. C Sonder and Mr. E Kist.

Working within the Supervisory Board, the Audit Committee is charged in particular with: the supervision of the Managing Board with respect to:

• the operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations, and supervising the operation of codes of conduct.
• giving advice to the Supervisory Board on the nomination by the Supervisory Board to the General Meeting of Shareholders for the appointment of the external auditor.
• where necessary, making proposals to the Supervisory Board on the policy applied in respect of the independence of the external auditor and possible (potential) conflicts of interest between the external auditor and the company.
• preparing meetings of the Supervisory Board with the Managing Board where the annual report, the annual accounts, the half-yearly and the quarterly figures of the company are discussed.

Full details of the Audit Committee' s roles and responsibilities.

The Nomination and Remuneration Committee is comprised of Mr. C Herkströter,  Mr. C van Woudenberg and Mr. P Hochuli.

The Nomination and Remuneration Committee has the following duties:

• drafting selection criteria and appointment procedures for Supervisory Board members and Managing Board members;
• assessing at least once a year the size and composition of the Supervisory Board and the Managing Board, and to make proposals for the Supervisory Board Profile;
• assessing at least once a year the functioning of individual Supervisory Board members and Managing Board members, and report their findings to the Supervisory Board;
• making proposals for (re)appointments;
• supervising the policy of the Managing Board on the selection criteria and appointment procedures for senior management;
• preparing the decision-making process of the Supervisory Board on the acceptance by a member of the Managing Board of the membership of the Supervisory Board of a listed company; and
• preparing the decision-making process of the Supervisory Board concerning any conflicts of interest that may arise in the acceptance by members of the Supervisory Board of additional positions.
• drafting proposals to the Supervisory Board for the remuneration policy to be pursued for members of the Managing Board, which policy, as well as any material changes thereto, shall be submitted to the General Meeting of Shareholders for adoption;
• drafting proposals for the remuneration of the individual members of the Managing Board; such proposals shall, in any event, deal with the remuneration structure; and the amount of the fixed remuneration, shares and/or options to be granted and/or other variable remuneration components, pension rights, redundancy pay and other forms of compensation awarded, as well as the performance criteria and their application,
• and, if there are reasons therefore, to make proposals for changes or additions to the remuneration of individual members of the Managing Board, which remuneration and possible changes and/or additions shall be submitted for adoption to the Supervisory Board (without prejudice to the power of the Supervisory Board to delegate the final adoption to the Nomination and Remuneration Committee, within the framework set by the Supervisory Board);
• to prepare the Remuneration Report referred to in clause 12.1 of the Regulations of the Supervisory Board; and
• to make proposals to the Supervisory Board for the remuneration of the individual members of the Supervisory Board, which remuneration will be submitted to the General Meeting of Shareholders for adoption.

Full details of the Nomination and Remuneration Committee' s roles and responsibilities.