The Audit Committee assists the Supervisory Board in monitoring, amongst others, the systems of risk management and internal controls, the integrity of the financial reporting process and the content of our financial statements.

The Audit Committee focuses on supervising the activities of the Management Board with respect to:

• the maintenance of an effective system of internal control and risk management relating to strategic, financial, operational and compliance risks;
• the integrity of annual and quarterly financial reporting as presented under IFRS, together with related press releases;
• compliance with the recommendations and observations of the internal and external auditors;
• the role and functioning of the internal audit department;
• the policy of the company on tax planning;
• the relations with the external auditor, including the scope of their plans, assessment of their independence, approval of their remuneration, and their re-appointment or dismissal;
• the financing of the company; and
• the review of the policies for managing cash and foreign exchange risks. The role and responsibility of the Audit Committee as well as the composition and the manner in which it discharges its duties are set out in the Audit Committee charter. (for more information please see downloads)

The members of the Audit Committee are:

Ben van der Veer (Chairman)
Rob van den Bergh
Doug Dunn

The Audit Committee shall not meet less than four times a year and at such other times as the chairman of the Audit Committee requests, but, in any event, will meet at least once a year without the presence of the Management Board and at least once a year with our external accountant.

The Remuneration Committee advises the Supervisory Board on the remuneration of the members of the Management Board and monitors our remuneration policy. The duties of the Remuneration Committee include:

• drafting a proposal to the Supervisory Board for the remuneration policy to be pursued;
• drafting a proposal for the remuneration of the individual members of the Management Board, for adoption by the Supervisory Board; and
• preparing the remuneration report as referred to in best practice provision II.2.9 of the Code. The role and responsibility of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in rules for the Remuneration Committee.

The members of the Remuneration Committee are:

Guy Demuynck (Chairman)
Karel Vuursteen
Peter Wakkie

The Remuneration Committee shall meet as often as it considers necessary but usually quarterly. For the full Remuneration Committee Rules, please visit our Policies and Articles of Association. (for more information please see downloads)

The Selection and Appointment Committee advises the Supervisory Board on the selection criteria and appointment procedures for members of the Management Board and members of the Supervisory Board as well as the proposals for appointments and reappointments, the policy of the Management Board on selection criteria and appointment procedures for senior management and the assessment of the functioning of individual members of the Supervisory Board and the Management Board. The duties of the Selection and Appointment Committee include:

• drawing up selection criteria and appointment procedures for Supervisory Board members and Management Board members;
• periodically assessing the size and composition of the Supervisory Board and the Management Board, and making a proposal for a composition profile of the Supervisory Board;
• periodically assessing the functioning of individual Supervisory Board members and Management Board members, and reporting on this to the Supervisory Board;
• making proposals for appointments and reappointments; and
• supervising the policy of the Management Board on the selection criteria and appointment procedures for senior management.

The role and responsibility of the Selection and Appointment Committee as well as the composition and the manner in which it discharges its duties are set out in rules for the Selection and Appointment Committee.

The members of the Selection and Appointment Committee are:
Karel Vuursteen (Chairman)
Guy Demuynck
Peter Wakkie

The Selection and Appointment Committee shall meet as often as it considers necessary but, in any event, at least once a year. Meetings are in principle convened by the chairman. For the full Selection and Appointment Committee Rules, for more information please see downloads.