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 (depositary receipts of) ordinary 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 their 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 already 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. The new 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 also applies to members of the Supervisory Board. They 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 as well as with the external auditor, who attend almost all the meetings of the Audit Committee. 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.
External auditor 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.
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