Corporate governance

Detailed information concerning the remuneration of the Board of Management has been included in the 2007 remuneration report, which can be found in the Remuneration report . The remuneration report has also been published on the corporate website www.vedior.com. The Company’s remuneration policy has already been adopted by the Annual General Meeting of shareholders held on 7 May 2004.

Any shareholdings in the Company held by members of the Board of Management must be for the purpose of long-term investment, excepting shares awarded pursuant to the Company’s share plans which may be sold earlier to the extent necessary to settle related tax liabilities. Members of the Board of Management must at all times comply with the provisions contained in the ‘Vedior insider dealing rules and regulations concerning the purchase and sale of Vedior securities and other dealings in shares or securities’. These regulations were adopted by the Board of Management on 1 February 2006 after approval by the Supervisory Board. The rules include amongst others the institution of a policy that Vedior share and option dealing by members of the Board of Management, zone managers and senior corporate staff should normally be restricted to the month following publication of (quarterly) financial results, provided the person involved has no inside information at that time. Members of the Board of Management, zone managers and senior corporate staff should also obtain the approval of the Chief Executive Officer before proceeding with the purchase or sale of Vedior shares or exercise of options. The Chief Executive Officer requires such approval in respect of his own share dealings or option exercises from the Chairman of the Supervisory Board.

Appointment and composition of the Supervisory Board

Members of the Supervisory Board are not employees of the Company. Except for their duties and obligations as Supervisory Directors, they are independent and have in principle no direct or indirect interest, whether financial or otherwise, in the activities of the Company, except as a holder of shares, which are held as a long term investment.

Appointments and reappointments to the Supervisory Board are considered on the basis of a profile, taking into account the nature of the business and activities of Vedior as well as the desired background and expertise of the Supervisory Directors. Important criteria in this respect are international professional experience, knowledge of and affinity with services industries, experience in human resource management and general international financial-economic expertise.

A Supervisory Director should limit the number of supervisory directorships and other positions at listed and non listed companies as well as other institutions in such a way as to guarantee the proper performance of his duties. A Supervisory Director may hold no more than five supervisory directorships in Dutch listed companies, with a chairmanship counted twice.

As a rule, all Supervisory Directors, with the exception of not more than one, should be independent within the meaning of the Code. Any conflict of interest between the Company and a Supervisory Director must be avoided. A (potential) conflict of interest must immediately be reported to the Chairman of the Supervisory Board.

The size and composition of the Supervisory Board should be such that it can operate efficiently and effectively and avail itself of the required knowledge and skills. The number of Supervisory Directors is determined by the Supervisory Board, with due observance of the minimum requirement of three members according to Vedior’s articles of association. The Supervisory Board currently consists of four members.

In accordance with the Company’s articles of association, a Supervisory Director may serve on the Supervisory Board for a maximum of twelve years. In order to avoid that more than one Supervisory Director should be (re)appointed at the same time, a resignation schedule has been determined.

Supervisory Board remuneration and shareholding

In accordance with the Company’s articles of association, the Supervisory Board remuneration is determined by shareholders in General Meeting. The amount of remuneration is not dependent on the results of the Company. A member of the Supervisory Board will not be granted any Vedior shares or options by way of remuneration.

Any shareholding in the Company held by a Supervisory Director must be for the purpose of long-term investment. Members of the Supervisory Board must at all times comply with the provisions contained in the ‘Vedior insider dealing rules and regulations concerning the purchase and sale of Vedior securities and other dealings in shares or securities’ as mentioned above. Members of the Supervisory Board should obtain the approval of the Chairman of the Supervisory Board before proceeding with the purchase or sale of Vedior shares, while the Chairman himself requires such approval from the Vice-chairman of the Supervisory Board.

Committees of the Supervisory Board

The Audit Committee of the Supervisory Board supervises the Board of Management with respect to the operation of internal risk management and control systems, the provision of financial information by the Company, follow-up of any recommendations and observations from the external auditor, the policy on tax planning, the relations with the external auditor, the financing of the Company and the application of information and communication technology. The Committee maintains direct contact with the members of the Board of Management, the Corporate Risk Manager as well as with the external auditor, who attend almost all the meetings of the Audit Committee. The Committee regularly invites senior corporate staff to make a presentation at its meetings.

The members of the Audit Committee must have sufficient financial and economic expertise and must be completely independent from the Company.

The Audit Committee has its own regulations contained in the Audit Committee Charter. This Charter specifies the objective, composition, duties, responsibilities and working methods of the Audit Committee.

The Remuneration and Appointment Committee makes proposals for the remuneration of members of the Board of Management and the Supervisory Board. The Committee also reviews the size and composition of the Supervisory Board as well as the size, composition and performance of the Board of Management and its members. The Committee prepares annually a remuneration report, which details how the remuneration policy has been put into practice in the past financial year, and provides an overview of the remuneration policy for future years.

The Remuneration and Appointment Committee has its own regulations incorporating provisions concerning its objectives, composition, duties, responsibilities and working methods.