Corporate Governance

The Company’s Audit Committee, comprising non-executive Directors Mr. van Pottelberge and Mr. Spinner, will be chaired by Mr. van Pottelberge and will meet at least twice a year and as otherwise required by the Chairman of the Audit Committee. The Audit Committee is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. It will also meet the auditors at least once a year and review their findings, including discussing any accounting and audit judgements.

In March 2008, the Board decided to set up a Remuneration and Nomination Committee, consisting of the three Non-Executive Directors, chaired by J. Goossens. The Committee shall be responsible for the implementation of the Executive Directors’ remuneration policy and its costs. Within the framework of the remuneration policy determined by the general meeting, in the future the Committee shall determine the base salary, performance related remuneration and share options, as well as any other benefits for the Executive Directors. Annually the Board of Directors shall determine a proposal for the remuneration of the Non-Executive Directors for the previous and/or the current year and shall submit such proposal to the general meeting.

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