Corporate governance

The Board of Management shall ensure that the external auditor can properly perform his audit work and it shall encourage both the external auditor and the Company to properly perform and pursue the role and the policy of the Company regarding the external auditor.

Vedior has a policy specifying the criteria for assessing the external auditor’s independence. This policy was adopted by the Board of Management in October 2002 and has been approved by the Supervisory Board. The external auditor is appointed by shareholders for a maximum period of three years. The external auditor must inform the Audit Committee annually of any matters affecting their independence which must be confirmed in writing. Vedior may not hire any of the external auditor‘s partners who have been involved in auditing its financial statements in the preceding two years, nor shall the external auditor hire any Vedior employees and involve them in the auditing of Vedior’s financial statements within two years following the termination of their employment. The policy provides a concise description of the services which may be provided by the external auditor. Fiscal and consulting services which do not form part of the audit are subject to a tender procedure if the fees concerned exceed €125,000. The Audit Committee must specifically approve the involvement of the external auditor in advance if the fees for these services are likely to exceed €250,000. The total fees for all services are reported to the Audit Committee periodically. The policy also stipulates that the partners involved in an audit must be rotated at least every seven years.

The Annual General Meeting of shareholders charges an external auditor with the task of auditing the Company’s annual accounts. The Audit Committee thoroughly assesses the performance and independence of the auditor annually and reports its findings to the full Supervisory Board. Pursuant to the policy concerning the impartiality of the auditor, the Supervisory Board informs shareholders on its assessment of the auditor at the Annual General Meeting following the year in which the appointment of the auditor expires. Should the Supervisory Board advise against the reappointment of the external auditor, a tender procedure must be followed in order to propose to the Annual General Meeting of shareholders to appoint a replacement firm.

Whistleblower procedure

In all countries where this is legally permitted, the Board of Management ensures that Vedior employees have the possibility of reporting alleged irregularities of a general, operational and financial nature in the Company to the Chief Executive Officer. Any alleged irregularities relating to a member of the Board of Management can be reported to the Chairman of the Supervisory Board.

Vedior encourages all employees to be good corporate citizens and to strive to become economic, intellectual and social assets to their local communities. Vedior employees are obliged to act according to the Vedior Code of Conduct that stresses the values and the ethics Vedior stands for. Companies within the Group are encouraged to adopt socially responsible business policies and practices that equally balance the interests of investors, customers, employees, suppliers, business partners and local communities. Vedior conducts business based on the principles of fairness, honesty, integrity and respect for individuals.

Where legally permitted, all Vedior employees are encouraged to report to their management promptly any breach or suspected breach of any law, regulation, the Code of Conduct or other Company policies and guidelines, and any concerns regarding irregularities of a general, operational or financial nature in the Company. This kind of reporting is commonly known as ‘whistleblowing’. The Company wants to ensure that any employee who wishes to make such a report of any irregularity, which the employee believes to be true, can do so without the risk of retaliation and with the assurance that all reports can be made anonymously, will be treated strictly confidentially and promptly investigated.

Information on the European Takeover Directive

The following information is provided in accordance with article 10 of the European Takeover Directive.

1. An overview of the Company’s capital structure is included on this page.
2. Vedior’s preference B shares could only be transferred with the approval of the Supervisory Board. The preference B shares have been redeemed effective July 2007 and cancelled.
3. Substantial shareholdings are included on this page.
4. There are no special control rights attached to the Company’s shares.
5. Equity plans for Group employees have been submitted to shareholders for discussion and/or approval. Further information regarding the operation and management of the Company’s restricted share plan and framework plan can be found on this page.
6. There are no limitations to voting rights on the Company’s shares.
7. The Company is unaware of any contracts which might result in a limitation of the possibility to transfer its Vedior shares, with the exception of shares owned by the Board of Management and the Supervisory Board, which can currently only be tendered in the intended Randstad share offer.
8. The appointment and dismissal of members of the Supervisory Board and the Board of Management is described in the Company’s articles of association, which can be found on the corporate website.
9. The Annual General Meeting of shareholders can approve a proposal to authorise the Board of Management to issue shares, restrict or include the pre-emptive rights and to purchase the Company’s own shares. Such authorisations are sought from shareholders annually. Further information can be found in the Company’s articles of association and the minutes of the Annual General Meetings of the Company, which are placed on the corporate website.
10. Change of control provisions are included in the Company’s credit facility and contracts relating to the US Private Debt Placement. Further information relating to change of control provisions in stock option and restricted share contracts for members of the Board of Management can be found in the  Remuneration report.
11. Further information with regard to severance payments for members of the Board of Management can be found in the Remuneration report 2007 which is included in this annual report on this page.

Corporate website

The full text of the above mentioned regulations, articles of association, schedules, profile, charter, policy and procedures are available at the Company’s offices and are posted on the corporate website at www.vedior.com.