Corporate Governance

The Management Board and the Supervisory Board have evaluated the corporate governance structure of the company in the light of the Dutch Corporate Governance Code (‘the Code’), as formulated by the Tabaksblat Committee and published on 9 December 2003.

The Company agrees with the principles as they have been formulated in the Code insofar as these principles are applicable to the Company.

Certain of the best practice provisions can only be implemented once appropriate changes in Dutch law have been effected. Provisions about one tier board and depositary receipts of shares are not applicable to the Company.

The Company reserves the right to change its position as to the compliance with the best practice provisions if circumstances would require it to do so. In such cases non compliance will be explained to the shareholders.

The Code’s principles also require that proxy voting means are made available, with the intention of maximizing shareholder participation in General Meetings of the Company. A proxy voting system is provided but electronic voting means will not yet be implemented. The majority of the Company’s shareholders are located in the United States or United Kingdom and electronic voting would only become possible once cross-border identification issues can be legally cleared. There are no means provided for shareholders to communicate with other shareholders.

Although the Code requires establishing formal rules and regulations and providing increased volumes of information, the Company feels that corporate governance is more than this. It is about good and transparent management, supervision and communication with and involvement of the shareholders. It is a learning process, both for the Company and for our shareholders.

On this website regulations for the Management Board and Supervisory Board and other information related to the Dutch Corporate Governance Code have been published.