Report of the Supervisory Board

The Supervisory Board attaches great importance to the independence of its members. As a rule, all members of the Supervisory Board, with the exception of not more than one, should be independent within the meaning of article 3, paragraph 7 of the regulations of the Supervisory Board, which article is in line with the relevant provision in the Dutch corporate governance code. Pursuant to the regulations mentioned above, a Supervisory Director must promptly report any conflict of interest to the Chairman of the Supervisory Board. Any conflict of interest between Vedior and any member of the Supervisory Board must be avoided, if at all possible. Every professional relationship between a Supervisory Director and the Company must be disclosed in the notes to the financial statements.

In 2007, the Supervisory Board complied with these provisions. All current members of the Supervisory Board are considered fully independent.

The Chairman and members of the Supervisory Board were not granted any options or shares. Mr Angenent and Mr Giscard d’Estaing personally hold shares in the Company (as stated in the Remuneration report ).

Report from the Audit Committee

The Supervisory Board has established an Audit Committee, which operates by virtue of a mandate from the full Supervisory Board, and reports its conclusions and recommendations to the Supervisory Board immediately following its Committee meetings.

The Audit Committee consists of Mr Sinninghe Damsté as Chairman and Mr Angenent and Mrs Hodson as members.

In 2007, the Audit Committee held five meetings, one of which was held partly without any members of the Board of Management being present. To be fully informed about and prepared for all relevant issues, the Chairman of the Audit Committee always meets with the Chief Financial Officer as well as with the external auditor prior to the meetings of the Audit Committee. He also frequently meets with the Corporate Risk Manager and the Financial Risk Controller. The external auditors attended all Audit Committee meetings.

The main topics discussed at the meetings that were held in 2007, were:

• Financial results and performance: the 2006 annual results, the financial statements as at 31 December 2006, the 2006 annual report and the quarterly 2007 results.
• The external auditor’s report for 2006 and the follow up of the recommendations of the external auditor, included in the memorandum on accounting procedures and internal controls.
• The external auditor’s client service plan relating to the audit approach, which had been extended to cover several additional countries, and audit planning for the 2007 financial year. In October 2007, the Audit Committee discussed the auditor’s management recommendations letter.
• The external auditor’s performance, fees (as included in the table below), independence (in line with the Auditor Independence Policy), engagement letter and client service assessment.
• Risk management, which was again this year discussed in great detail and included several presentations by the Group’s Corporate Risk Manager and Financial Risk Controller about the Group’s internal control environment, including the risk management charter and the evaluation of the internal audit function. Further information can be found under Risk Management.
• Group tax management, as presented by the Group’s Tax Director.
• Group initiatives in regard to the identification and assessment of key IT controls, as presented by the Group’s eBusiness & Corporate Affairs Director.
• The revised segmentation as disclosed in media releases and the annual report.
• The amendments made to the Audit Committee Charter, in order to align this charter with the Risk Management Charter.
• Any material litigation.
• The reappointment of Deloitte Accountants as the Group external auditor. Taking Deloitte Accountants’ performance into consideration, the Audit Committee advised the Supervisory Board to propose that the General Meeting of shareholders, held on 27 April 2007, charges Deloitte Accountants with the auditing of the accounts for a period of 3 years, which proposal was approved.

At a meeting held in the absence of members of the Board of Management, the Audit Committee met with the external auditor to discuss the quality of financial reporting and cooperation with Vedior’s financial departments.

The audit services in 2007 relate to audit of the consolidated financial statements. The audit related services in 2007 mainly relate to due diligence services. The non audit services mainly relate to tax compliance work. These non audit services were approved by the Audit Committee.

Report from the Remuneration and Appointment Committee

The Supervisory Board has established a Remuneration and Appointment Committee, which reports its conclusions and makes recommendations to the full Supervisory Board, usually immediately following its Committee meeting.

In 2007 the Committee comprised Mr Laan as Chairman and Mr Angenent and Mr Giscard d’Estaing as members. Following his resignation on 9 October 2007, Mr Laan was replaced by Mr Giscard d’Estaing as Chairman and by Mrs Hodson as a Committee member.

During the year under review, the Committee met twice in person and also had several meetings by telephone. At the beginning of the year under review, the Committee dedicated a great deal of time to the remuneration and employment conditions of the members of the Board of Management. Upon proposal of the Committee, the Supervisory Board approved the 2006 remuneration report in its meeting on 7 February 2007. The Committee assessed and prepared the reappointment of Mr Angenent as member of the Supervisory Board. In January 2008, the Committee discussed the remuneration and employment conditions for the Board of Management effective 1 January 2008.

The Remuneration and Appointment Committee discussed the composition and performance of the Board of Management as well as the transition of the Chief Executive Officer. Mr Miles’ resignation as Chairman of the Board of Management and Chief Executive Officer was announced in April 2007. Mr Miles has been a member of the Board of Management since 1999, and Chairman since February 2004. The Supervisory Board is very grateful to Mr Miles for his contribution to the Group, particularly in relation to the strong improvement in operating performance and the consolidation of the Company’s finances.

After careful consideration, it was decided to look for an external candidate to succeed Mr Miles. After extensive assessment, Mr Gunning was nominated as member of the Board of Management, taking into account his proven leadership in an international environment and his understanding of cultural differences. Mr Gunning was previously Group Vice President South East Asia and Australasia at Unilever, responsible for a fast growing portfolio of businesses. He has held various positions at Unilever since 1983 and has extensive knowledge and international experience in a business-to-business environment.

Early in the year, the Committee extensively discussed the annual bonus arrangement for members of the Board of Management. Following these discussions, a proposal was submitted to the Annual General Meeting, held on 27 April 2007, to amend the current annual bonus arrangement, which proposal was approved (see this page ). The Committee also assessed and prepared the (re)appointment of Mr Netland and Mr Valks as members of the Board of Management.

In January 2008, the Committee prepared the 2007 remuneration report, which can be found in the Remuneration report. The report was approved by the Supervisory Board on 6 February 2008.