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Dutch Corporate Governance Code (the
Code)
The Company acknowledges the importance of good corporate governance
and has, to the extent possible, implemented most of the best practice
provisions of the Code in it corporate governance structure and Articles
of Association. Best practice provision III.2.2 of the Code stipulates
that the majority of the members of the management board shall be non-executive
directors and be independent within the meaning of best practice provision
III.2.2 of the Code. Mr Dag Cramer is not considered independent as
he has been nominated to his position by the Controlling Shareholder
and he is a director of other companies within the Controlling Shareholder
Group. Peter Blauw is regarded by the Board as being independent notwithstanding
that he has other directorships with companies within the Controlling
Shareholder Group. This means that the Company is compliant with best
practice provision III.2.2.
Board Committees
The Executive Committee
The Remuneration Committee
The remuneration committee is comprised of three non-executive board
members and meets at least twice a year. Effective as of Admission,
the remuneration committee is chaired by Mr Rick Menell and the other
members are the Earl of Balfour and Mr Cramer. Pursuant to the terms
of reference governing the remuneration committee, the remuneration
committee prepares proposals concerning remuneration policies for the
executive members of the Board of Management for adoption by the General
Meeting, and the individual remuneration of executive members of the
Board of Management for adoption by the Board of Management. In addition,
the remuneration committee prepares the annual remuneration report on
the remuneration policies of the Company.
The Selection and Appointment Committee
Pursuant to the terms of reference governing the selection and appointment
committee, the selection and appointment committee is comprised of a
minimum of three non-executive directors and meets at least twice a
year. Effective as of Admission, the selection and appointment committee
is chaired by Mr Menell and the other members are the Earl of Balfour
and Mr Cramer. Pursuant to the rules governing the selection and appointment
committee, the selection and appointment committee prepares selection
criteria and appointment procedures for members of the Board of Management.
The Audit Committee
Pursuant to the terms of reference governing the audit committee, the
audit committee is comprised of three non-executive board members and
meets at least twice a year. Effective as of Admission, the audit committee
is chaired by Mr Blauw and the other initial members are Mr Menell and
Mr Cramer. Pursuant to the rules governing the audit committee, the
audit committee supervises and monitors, and advises the Board of Management
on, risk management and control systems, and supervises the implementation
of codes of conduct. In addition, the audit committee supervises submission
by the Company of financial information and a number of other issues.
Share Dealing Code
The Company has adopted a share dealing code for the Directors and certain
employees, which is appropriate for a company whose shares are admitted
to trading on AIM (particularly relating to dealing during close periods
in accordance with Rule 21 of the AIM Rules) and the Company will take
all reasonable steps to ensure compliance by its Directors and any relevant
employees. The share dealing code also takes note of the Dutch model
rules for share dealing as referred to in section 47f of the Act on
the Supervision of the Securities Trade 1995.
The terms of reference for the committees and the full share dealing
code can be accessed left.
Miscellaneous
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