Netherlands Board Index 2012

Twelfth edition

Board trends and practices at leading companies: An analysis of AEX and AMX companies

Contents

Foreword 2 About Spencer Stuart 5 Highlights of the 2012 Netherlands Board Index 6 Key indicators of the Netherlands Board Index 8 In the spotlight: Board performance 10 About the Netherlands Board Index 14

Board composition 15 Women on boards of directors 20 Independence and directorships 22 Board tenure 23 Board structure 25 Board meetings 26 Board committees 27 Remuneration 31 Definitions 33 The research team 35

Data tables Board composition 36 Board remuneration 40 Audit committee 42 Nomination committee 44 Remuneration committee 46 Risk committee 48

1 Foreword

Since the publication of the first Netherlands Spencer Stuart Board Index in 1996, the Dutch corporate governance debate has been guided by EU Directives and voluntary corporate governance codes. According to a report published in December 2011 in the Netherlands by the Monitoring Committee Corporate Governance, the Dutch corporate governance code “enjoys broad support in the business community.” As such, it appears that Dutch listed companies conform with most corporate governance principles laid out by voluntary codes in the Netherlands.

Despite the acceptance of voluntary corporate governance standards by Dutch listed corporations, a number of new legislative measures have been introduced in the Netherlands in light of the financial crisis.

Recently, the Dutch Civil Code was amended to formally introduce a number of changes to the governance of large and medium-sized companies and organisations in the Netherlands. The following requirements have been introduced that will affect the corporate governance practices of all large Dutch companies:

Limitations on the number of board positions Although the Dutch corporate governance code already limits the number of supervisory board positions a person can hold on listed corporations to five (chairman positions count as double), the new law introduces a similar limit for large companies and a number of other large organisations. In order to classify as a large company or organisation, at least two of the following three conditions must be met under the new law:

>> The value of the assets according to the balance sheet is more than EUR 17.5 million; >> The net turnover for the financial year exceeds EUR 35 million; >> The company employs 250 or more employees during the financial year.

Over the years, many non-executive directors already have reduced the number of directorships on boards of directors of companies included in the Netherlands Board Index. The majority of directors currently occupy one non-executive directorship on boards* of the top 50 listed companies in the Netherlands.

* Any reference to “boards” throughout this Board Index refers to supervisory boards unless we specify “executive boards”. 2 Gender equality and the representation of men and women on corporate boards Companies that meet the definition of a large company “are encouraged” under new legislation to have at least 30 per cent female directors on the management and supervisory boards of two-tier boards and the Board of Directors of one tier boards by 2016. The law also states that at least 30 per cent of directors be male in the case where women are in a majority on the board. Companies can deviate from this requirement if the reasons for non-compliance are explained in the annual accounts of the company.

Many companies in the Spencer Stuart Board Index appear to be anticipating the recommendation of the legislature to increase the number of female directors on boards of large companies. Compared to the last edition of Spencer Stuart Board Index, the percentage of female non-executive directors has increased from 13.6 to 18 per cent of all non-executive board positions.

Formal introduction of one tier boards Although previous editions of the Netherlands Board Index already included (mostly bi-national) companies with a one-tier board structure, new legislation provides companies in the Netherlands with the formal option to specifically choose between two governance models: the two-tier board model with a supervisory board and a separate management board and the one-tier board model. In this year’s version of the Spencer Stuart Board Index, six listed companies already operate with a one-tier board.

The legal position of board members Under the new law, new executive board members of listed corporations are no longer regarded as employees of the company. As such, if an executive board member is dismissed, resignation fees cannot be awarded based on an employ- ment contract.

Conflicts of interest Under the new law, the board as a whole will be authorized to make a decision if one of its members has a conflict of interest as long as the board member refrains from participating in decision-making in which he/she directly or indi- rectly may have a conflict of interest. This is different from the current situation in which the board as a whole is not authorized to make a decision if one of its members has a conflict of interest in the matter.

3 The Clawback Clause The Dutch corporate governance debate also has been dominated by pending legislation on the clawback of executive bonuses and profit-sharing arrangements. The Dutch corporate governance code states that if the variable pay is granted on the basis of incorrect financial or other data, the supervisory board should have the option of adjusting it, and the company should be entitled to reclaim from the management board member the variable pay granted on the basis of the incorrect data. In addition, the corporate governance code states that this clawback clause should be disclosed. The proposed law seeks to formalize these requirements.

In line with these legislative initiatives, the European Commission launched a public consultation and published a green paper in 2011 on the composition, diversity and operations of the board, risk management, board evaluation and remuneration. In addition, the consultation looked into ways to increase the involvement of shareholders in the decision-making process of corporations and the effectiveness of voluntary corporate governance codes.

At Spencer Stuart, we will continue to follow these developments closely and stand ready to assist you through our global network of corporate governance experts.

Han van Halder [email protected]

4 About Spencer Stuart

Spencer Stuart is one of the world’s leading executive search consulting firms. Privately held since 1956, Spencer Stuart applies its extensive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to nonprofit organizations — and address their leadership requirements.

Through 54 offices in 29 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior level executive search, board director appoint- ments, succession planning and in-depth senior executive management assess- ments.

The premier firm for board counsel, recruitment and board review, we are the firm of choice for both leading multinationals and smaller organizations. For more than 25 years, our Board Practice has helped boards around the world identify and recruit independent directors and provided advice to chairmen, chief executive officers and nominating committees on important governance issues.

In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring — both on our own and with other prestigious institutions — key concerns of boards and innovative solutions to the challenges facing them.

We publish a wide range of articles and publications on boards and governance issues, including the Spencer Stuart Board Indexes worldwide. For more information, visit www.spencerstuart.com

5 Highlights of the 2012 Netherlands Board Index

More female non-executive directors 18% Although most companies do not yet meet the recommendation under proposed legislation to have at least 30% of its board positions occupied by women, the Board Index reveals an of non-executive directors increase in the number of female directors in the top 50 listed are women Dutch corporations. Eighteen percent of all non-executive board positions are now occupied by women compared with 13.6% in 2010. The Board Index found 13 companies (26%) that do not have female representation on their boards as of July 31, 2012.

38% Boards continue to internationalize Foreign directors occupy 38% of all board positions (executive and non-executive) in the Board Index. This number is even of all director positions higher for AEX where 49% of all executive and non-executive are foreign board positions are occupied by foreign directors.

Fewer directors are defined as non- under 10% independent Less than 10% of all non-executive board positions identified Fewer directors are defined in the Board Index have been qualified as non-independent by companies in their annual reports. The Board Index found six as non-independent in companies (mostly with one-tier boards) with senior independ- annual reports ent board members.

6 More risk committees A trend is emerging with more boards establishing specialized 14% risk committees at the non-executive board level. While only two companies (4%) had established such a committee in 2008, 14% of all boards (seven companies) in the Netherlands Board Index of boards have a risk currently have a risk committee. committee

Remuneration of directors continues to increase €209 000 Although remuneration levels continue to differ significantly between AEX and AMX directors, remuneration levels have Average cash remuneration increased. The average total cash remuneration of non-executive directors on AEX boards was €90,000 in 2011 (€71,000 in 2009) of non-executive chairmen compared with €45,000 for non-executive directors on AMX on AEX boards boards in 2011 (€40,000 in 2009). Non-executive chairmen of AEX companies have seen an increase of 59.5% in cash remuneration since 2007 compared with 40% for non-executive chairmen of AMX companies.

Fewer executive directors on boards of AEX companies 3 The Board Index reveals a significant reduction of the number of executive directors on boards of AEX companies: from an average of 4.6 executive board positions in 2006 to approximately The average number of three executive directors in 2012. This indicates a reduction executive directors on (nearly 30%) in the number of executive directors on AEX AEX boards companies over the last six years.

7 Key indicators of the Netherlands Board Index

The Board Index contains a set of indicators we follow to describe changes in board practices in the Netherlands. These include the composition, demograph- ics and cash remuneration of executive and non-executive directors.

ALL AEX AMX COMPANIES COMPANIES COMPANIES

Average number of directors Executive directors 3.1 3.2 2.9 Non-executive directors 6.7 8.2 5.3 Total number of directors 9.8 11.4 8.2

Average number of directors by gender Male directors 8.4 9.4 7.5 Female directors 1.4 2 0.7

Nationality of directors Average number of Dutch directors 6.1 5.8 6.3 Average number of foreign directors 3.7 5.6 1.9

Board structure Two-tier boards 44 (88%) 20 (80%) 24 (96%) One-tier boards 6 (12%) 5 (20%) 1 (4%)

Average number of board meetings One-tier board meetings 7.5 7.8 6 Supervisory board meetings with management board 8.4 8.3 8.5 Supervisory board meetings without management board1 2.1 1.9 2.3

1 These refer to meetings of the supervisory board, or parts of these meetings, when managing board members are not formally present. 8 ALL AEX AMX COMPANIES COMPANIES COMPANIES

Board committees Average number of board committees 2.9 3.4 2.4 Number of companies with audit committee 47 (94%) 25 (100%) 22 (88%) Number of companies with remuneration committee 45 (90%) 25 (100%) 20 (80%) Number of companies with nomination committee 44 (88%) 25 (100%) 19 (76%)

Average number of committee meetings Audit committee meetings 4.7 5 4.5 Remuneration committee meetings 4.2 4.7 3.6 Nomination committee meetings 3.1 4 2.1 Risk committee meetings 4.5 5 4

Average cash remuneration (€ 000) CEOs2 1330 1892 843 Executive chairmen 1079 1431 868 Executive directors 726 879 569 Non-executive chairmen 132 209 70 Non-executive directors 72 90 45

2 See the methodology section of the Board Index for the definitions of CEOs and executive chairmen.

9 In the spotlight

Board performance

Images, stories about how the world occurs to us, determine how we function in that world. If we want to change or improve our performance, we need to first change our own images and stories , writes Jaap Winter.

These ‘laws of performance’ as Steve Zaffron and Dave Logan call them* also apply to corporate governance, management and supervision. Traditionally we have been raised with the image of members of the supervisory board of directors† as experienced, usually retired, outsiders who dip their toes in the water every once in a while and have a look around the company, checking to see if everything seems to be moving along, and who especially have to be capable of intervening when things go wrong at the company. The governance movement of the last ten, fifteen years, fueled by a cavalcade of corporate scandals and the subsequent governance codes and other measures, are mainly aimed at strengthening supervision. We expect more, better and different from supervisory directors. Supervisory director at a distance, as Ruud Lubbers described his role in 1999, is not acceptable anymore. Behaviour that fitted well into perceptions of the past have become a caricature, such as that of the supervisory director who opens the envelope with meeting documents during the board meeting itself. The focus on the supervisory board in legislation and codes, as well as on the quality of supervision, leaves one image or story of the past intact, namely that supervision is not the same as management and should therefore be clearly distinguished from it.

We can thank this perception for such paradigms that directors should not occupy the executive’s seat. That has led some to think even today that supervisory directors should therefore not be involved at an early stage in the strategy development of the company, but should only judge (and approve or disapprove) the strategic choices after they have been thought up by management. That legal

* Steve Zaffron and Dave Logan, 2009, The Three Laws of Performance: Jossey Bass (www.threelawsofperformance.com) † In the Netherlands a two-tier board model is customary, with a board of management and a separate supervisory board.

10 perception of supervision versus management is backed up by economic theory viewing supervisory directors’ primary role as monitoring management as the agent on behalf of the shareholders as principals. The perception is less and less in line with the reality of the boardroom. It fails to appreciate that supervision only exists by the good grace of management — supervision is all about assessing how a company is managed and therefore cannot be extricated from it.

… the ideal composition of a non-executive board may vary over time.

This perception has also led to an overemphasis on formal criteria with which supervision has to comply (independence, expertise, etc.). As a result, the business substance that should be the focus of attention of supervision, such as strategic direction, opportunities and risks of the company as well as succession of management, are often disregarded. Moreover, this perception that separates supervision from management ignores the considerable influence that management has on the way supervisory directors function. Managers can make or break supervisory directors. Managers wishing to maximise their own decision-making discretion while minimising the influence of supervisory directors have every opportunity to undermine the effectiveness of supervisory directors. Managers are aware of that, and continually make implicit or explicit choices about whether and how to benefit from the opportunity. Seasoned supervisory directors recog- nise this when it happens and react to it either in a friendly or an unfriendly way, but this does not solve the real problem. In the end, management and supervisory directors need each other to fulfill their respective roles effectively.

Considerable improvements may be gained by further tilting our perspective. The discussion should not or not solely be about strengthening supervision, but about making the whole dynamic between management and supervision more effective. We should look at the board as a whole, at the interaction between executives and supervisory directors. Only by taking such an integrated view will we get a full and meaningful view of board performance as a determining factor for the success of a company.

11 In the spotlight

I am not making the case for a transition in the Netherlands towards the one-tier board model, which from January 2013 is facilitated by a more refined Companies Act. Here, too, images play their part. In the Netherlands we often have the idea that non-executive directors in a one-tier board are much more closely involved in the activities of executive directors; that they are informed earlier and better and that they also take decisions jointly with management more often than is customary in our two-tier model. Governance discussions on board performance in countries that mainly have one-tier-boards indicate that this higher level of involvement is not necessarily the case.

Moreover, there is not a single one-tier model that always works the same. The US one-tier board usually consists exclusively of non-executive directors with the exception of the CEO (who combines the function of chairman in 60 per cent of the S&P 500 companies). This board is similar in many respects to the Dutch supervisory board, with executive work taking place entirely outside the board. The legal form of the board activity, one-tier or two-tier, is less relevant than we think it is. In both one-tier and two-tier boards, interaction between executive directors or management and non-executive directors or supervisory directors can be more or less intensive and close. Transitioning to a one-tier board would make sense when the persons involved cannot break free from their images of the expected distance between supervisory directors and management and the various roles that they associate with the traditional two-tier model, and when they nonetheless strive for more involvement of supervisory directors and stronger interaction with management.

The new focus on integrated board performance instead of on supervision only has consequences for performance assessment. It is difficult to evaluate the performance of the supervisory board without looking at the functioning of management as well, in their role in the interaction with supervisory directors. What does management expect of supervisory directors? What and how does management contribute to the functioning of supervisory directors, or to what extent does it render this functioning difficult or even impossible?

The assessment should firstly address how supervisory directors and management perceive and experience their respective roles in areas where they inter- act — for example hygiene (reporting, audit, control and compliance), strategy; performance; the role of supervisory directors as the employer vis-à-vis management; and the relationship with shareholders and other stakeholders. In board

12 reviews I conduct I often observe that behaviours following from the respective roles in these areas of interaction are implicitly registered by board members and that they have considerable impact on the way the board functions, but that these are seldom or never discussed. This can result in friction and conflicts typically playing out on the business substance under discussion , whereas the real cause is to be found elsewhere: a lack of clarity or disagreement about the various roles and which conduct is befitting these roles. Supervisory directors and management need to learn to talk about this constructively. That is not an obvious skill. Addressing roles and conduct is also unavoidably about personal behaviour and thus about ourselves. That is challenging in at least two ways.

Firstly, because we often have a self-serving picture of ourselves and of our behaviour. Research indicates that 85 per cent of people think they are more objective than average. Overconfidence is a constant threat. Secondly, really looking at our own behaviour and allowing for it to be discussed can also be threatening. Who knows what the criticism will be, can I handle this and what will be the consequences for my position in the group? External facilitators can contribute to a board evaluation by offering language and skills that help to discuss roles and behaviour constructively and by placing findings and observations in an objective context. A good evaluation involves moving the perspective from the dance floor to the balcony, to borrow a phrase from leadership expert Ron Heifetz. The balcony offers a better view of the dance that is actually danced and the dynamics between the dancers. Strong boards make it a habit to occasionally walk up to the balcony. Evaluation is an essential part of good board performance. One has to practise in order to stay fit and in form. Without regular and genuine evaluation, effective board performance will not be realised nor maintained.

Prof. Jaap Winter is a partner at Phyleon.

13 About the Netherlands Board Index

The Netherlands Board Index is a census of 50 of the largest companies listed on the Dutch segment of the NYSE EuroNext. Information on the composition and structure of boards, committees, board tenure and directorships reflects in most instances the situation as of July 31, 2012. Information on board and committee meetings and remuneration reflects the situation as of December 31, 2011.

Measured as of December 31, 2011: >> Board Meetings >> Board Committee Meetings >> Board Remuneration

Measured as of July 31, 2012: >> Board Composition >> Female Representation >> Board Independence >> Directorships >> Board Tenure >> Term of Office >> Board Structure >> Board Leadership >> Board Committees

Information in the Board Index is based on the 2011 annual reports that have been published in 2012, minutes and agendas of (extra-ordinary) meetings of shareholders and Internet investor relations pages (last visited in August 2012). Detailed information on the top 50 boards in the Netherlands is available in the appendices.

Composition of the Board Index The composition of the Board Index is determined by the composition of the AEX and AMX indices of the NYSE EuroNext as of July 31, 2012.

14 Board composition

The number of directors This year’s Board Index has examined a total of 491 board positions on the boards of 50 AEX and AMX companies as of July 31, 2012. A total of 294 non-executive directors occupy 338 positions on boards of these companies (a director can have more than one position). Executive directors occupy the other 153 positions.

The balance of boards

All board positions 338 153 491

AEX-listed companies 206 79 285

AMX-listed companies 132 74 206

One-tier boards 55 10 65

Two-tier boards 283 143 426

Non-executive directors Executive directors

Most non-executive board positions examined by the Board Index (283 positions) are on the 44 two-tier boards included in this year’s Board Index. The remaining 55 non-executive board positions (16.3%) are occupied by directors on the six one-tier boards included in the Board Index.

15 average proportion of women directors on boards around the world

Board size While board size of AMX companies has been relatively stable over the last six years, the Board Index reveals a significant drop in the number of executive directors on boards of AEX companies. AEX companies have on average approximately three executive directors on their boards in 2012 compared to an average of 4.6 positions in 2006. This indicates a significant reduction (nearly 30%) in the number of executive directors on AEX companies’ boards over the last six years.

The size of one-tier and two-tier boards One-tier boards tend to be larger than two-tier boards. One-tier boards have an average of 10.8 executive and non-executive directors compared with 9.7 directors on managing and supervisory boards combined.

One-tier boards have on average 9.1 non-executive directors compared with 6.4 non-executive directors on supervisory boards. Two-tier boards have on average one more executive director on the managing board (3.3) compared with the average of 1.7 executive directors on one-tier boards.

Board size and composition of AEX- and AMX-listed companies

12.6 12.1 4.6 11.5 11.4 3.9 9.8 3.6 3.2 3.1 8.5 8.1 8.4 8.2 3.2 2.8 8 8.2 7.9 8.2 3.1 2.9 6.7 5.6 5.3 5 5.3

2012 2006 2008 2010 2012 2006 2008 2010 2012 overall aex-listed boards AMX-listed boards

Non-executive directors Executive directors

16 The age of directors Executive directors of the top 50 companies, regardless of their gender, are an average of about nine years younger than non-executive directors. The average age of an executive director is 53.4 years. The average of a non-executive director is 62.2 years old.

Age and gender of directors Female directors are generally significantly younger than their male colleagues. Female non-executive directors are on average 55.2 years old compared with the average age of 63.7 years of male non-executive directors. This is a difference of 8.5 years. Female executive directors are 4.3 years younger than male executive directors.

Male Female Male Female non-executive non-executive executive executive directors directors directors directors

In AEX-listed companies 63.8 56 54.5 51.1 In AMX-listed companies 63.5 52.9 52.8 43 In all companies 63.7 55.2 53.6 49.3

17 Statistical focus: Foreign directors

More than one-third (38.1%) of all board positions on boards of the top 50 companies are occupied by foreign directors in 2012. The Board Index found 24 nationalities, with most foreign directors coming from the United States, United Kingdom, France, Germany, Belgium and India.

Nationality Total Executive directors Non-executive directors

Netherlands 304 61.9% 102 66.7% 202 59.8% United States 41 8.4% 6 3.9% 35 10.4% United Kingdom 37 7.5% 12 7.8% 25 7.4% France 35 7.1% 11 7.2% 24 7.1% Germany 18 3.7% 6 3.9% 12 3.6% Belgium 10 2% 4 2.6% 6 1.8% India 6 1.2% 1 0.7% 5 1.5% Sweden 5 1% 2 1.3% 3 0.9% Switzerland 5 1% 2 1.3% 3 0.9% Austria 4 0.8% 2 1.3% 2 0.6% Canada 4 0.8% 2 1.3% 2 0.6% Luxembourg 3 0.6% 0 0% 3 0.9% Norway 3 0.6% 2 1.3% 1 0.3% Finland 2 0.4% 0 0% 2 0.6% Ireland 2 0.4% 1 0.7% 1 0.3% Italy 2 0.4% 0 0% 2 0.6% Mexico 2 0.4% 0 0% 2 0.6% Spain 2 0.4% 0 0% 2 0.6% Australia 1 0.2% 0 0% 1 0.3% Brazil 1 0.2% 0 0% 1 0.3% Greece 1 0.2% 0 0% 1 0.3% Israel 1 0.2% 0 0% 1 0.3% Singapore 1 0.2% 0 0% 1 0.3% South Africa 1 0.2% 0 0% 1 0.3% Total: 491 100% 153 100% 338 100% Air France-KLM, Logica, Reed Elsevier, Royal Dutch Shell, Unibail-Rodamco and Unilever are considered “bi-national” companies. For the purposes of the Board Index, all non-Dutch directors at these companies are treated as foreign directors.

18 The proportion of foreign directors on AEX and AMX company boards

All non-executives 59.8% 40.2%

on AEX boards 48.5% 51.5%

on AMX boards 77.3% 22.7%

All executives 66.7% 33.3%

on AEX boards 57% 43%

on AMX boards 77% 23%

Dutch directors Foreign directors

Foreign non-executive directors On average, AEX companies continue to have significantly more foreign non- executive directors on their boards (4.2) than AMX companies (1.2).

The percentage of foreign non-executive directors on AEX boards is 51.5% compared with 22.7% for AMX boards (40.2% for all 50 boards combined).

Foreign executive directors AEX companies have twice as many foreign executive directors on their boards (1.4) than AMX companies (0.7). The percentage of foreign executive directors on AEX boards is 43% compared with 23% for AMX boards (33.3% for all 50 boards combined).

19 Women on boards of directors

Women on boards — as a percentage of all directors

17.9%

13.2% 11.6% 8.6% 9.2% 7.1% 3.9% 2.8%

2006 2008 2010 2012 2006 2008 2010 2012 women on the boarDs of women on the boarDs of aex-listed companies amx-listed companies

Women continue to gain ground on boards The number of female directors on boards of the top 50 companies continues to increase. Women occupy 14.3% of all 491 board positions (executive and non- executive positions combined) in the Board Index compared with 10.6% in 2010.

Based on all executive and non-executive board positions combined, the number of female directors on AEX boards has more than doubled from 8.6% in 2006 to 17.9% in 2012. AMX boards saw female representation increase from 2.8% in 2006 to 9.2% in 2012.

In light of new legislation, it can be expected that female representation on boards will continue to increase.

20 Female non-executive directors Women occupy 18% of all non-executive board positions on boards of the top 50 companies compared with 5% in 1996. If calculated for AEX companies only, women occupy 21.4% of all non-executive board positions compared with 12.9% at AMX boards.

Female executive directors Women hold 5.9% of all executive board positions on boards of the top 50 companies in the Board Index compared to 4.3% in 2010. If calculated for AEX companies only, women occupy 8.9% of all executive board positions (7.7% in 2010). While no female executive directors were found on boards of AMX companies in 2010, this year’s Board Index identifies two executive directors on boards of AMX companies (2.7%).

21 Independence and directorships

Number of independent directors is stable The Board Index found that 9.8% of the non-executive director positions are designated to be non-independent in companies’ annual reports. Independent directors held 90% of the non-executive board positions for which independence was disclosed.

Nearly 2% of the non-executive directors (6 directors) were indentified as a “senior independent director.” The board index found six companies (mostly with one-tier boards) with one senior independent board member. The Board Index found one company where the non-executive chairman of the board is a former executive director of the company.

Note: The term “non-independent” is used for non-executive directors who do not meet the independence criteria of the Dutch corporate governance code or who are designated as such in the annual reports. The independence is unknown for three non-executive directors (0.9%).

Board membership continues to be limited most often to one directorship Most non-executive directors (251 directors) only occupy one board position in the top 50 companies included in the Board Index. The Board Index did not find any non-executive director occupying more than four board positions within the top 50 companies surveyed, even when board chairmen positions are counted as double.

Positions held by a Number of individual Number of non-executive non-executive non-executive directors positions

1 non-executive position 251 86.9 % 251 74.3 % 2 non-executive positions 29 10 % 58 17.2 % 3 non-executive positions 7 2.4 % 21 6.2 % 4 non-executive positions 2 0.7 % 8 2.4 % Total 289 100 % 338 100 %

Note: 289 non-executive directors hold 338 non-executive directorships (1.2 per director in 2012). For this analysis, the companies in the Board Index are used to calculate the number of non-executive directorships. Positions on boards of foreign and domestic listed and non- listed companies not in the Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than reported in the Board Index. Chair positions are not counted double.

22 Board tenure

Average tenure of non-executive directors is increasing When compared with the board tenure of non-executive directors and chairmen five years ago, directors’ tenure appears to be stable since 2008. The average non-executive director and non-executive chairman serves one term of four years. Non-executive directors of AEX companies currently serve an average of 4.2 years on the board (as of July 31, 2012) compared with four years in 2008.

Tenure by the numbers

Total 2008 2010 2012 Non-executive chairman – 4.2 3.8 Non-executive director – 4 4.2 CEO – 5.8 5.2 Executive chairman – 4.3 4.8 Executive director – 3.5 3.6

AEX 2008 2010 2012 Non-executive chairman 3.3 3.2 3.5 Non-executive director 4 4.3 4.2 CEO 4.1 5.1 4.5 Executive chairman 5.9 2.8 3.8 Executive director 2.8 3.6 3.5

AMX 2008 2010 2012 Non-executive chairman 3.2 5.2 4 Non-executive director 4.3 3.5 4.3 CEO 4 6.8 5.9 Executive chairman 5.1 5.8 5.6 Executive director 3.9 3.3 3.7

Note: The tenure is unknown for 3 non-executive chairmen and 13 non-executive directors. The tenure is also unknown for 4 CEOs, 1 executive chairman and 9 executive directors. We are unable to compare overall tenure with data from 2008 as the company selection process for the Board Index has changed.

23 Executive directors’ tenure The average CEO has served 5.2 years with the average executive chairman serving 4.8 years as of July 31, 2012. CEOs of AEX companies serve an average of 4.5 years compared with an average of 5.9 years of CEOs on AMX companies.

Statistical focus: Board tenure

Non-executive Executive Non-executive Executive Tenure Total positions CEOs chairmen chairmen directors directors

<1 year 63 7 4 1 32 19 1 year 80 3 12 1 52 12 2 years 53 3 4 1 29 16 3 years 54 3 6 2 33 10 4 years 39 4 6 0 23 6 5 years 45 2 4 1 28 10 6 years 40 2 5 1 24 8 7 years 28 4 3 0 19 2 8 years 17 1 2 0 10 4 9 years 17 1 0 0 11 5 10 years 9 0 0 1 7 1 11 years 7 2 0 1 3 1 12 years – – – – – – 12+ years 9 2 1 0 4 2 Unknown 30 4 3 1 13 9 Total 491 38 50 10 288 105 Average 4.1 5.2 3.8 4.8 4.2 3.6

Note: The table indicates that most directors (289) are serving their first term of four years in office. A total of 63 directors are in their first year of office. Very few directors (9) serve more than 12 years on a board of companies included in the Board Index.

24 Board structure

The Board Index found six companies that are governed by a one-tier board in the top 50 companies.3

AEX companies >> Royal Dutch Shell >> Unilever >> Air France-KLM >> ArcelorMittal >> Aperam

AMX companies >> Logica

The two-tier board model with a separate supervisory board and a management board remains the dominant model this year in the Board Index with 44 companies (88%) using this governance model. Two one-tier boards combine the positions of CEO and chairman.

In light of new legislation, it can be expected that more boards will consider a one-tier board structure.

3 Reed Elsevier NV is listed on the NYSE EuroNext as part of the AEX Index and does have a two-tier board structure with a separate Supervisory Board and Management Board. 25 Board meetings

Non-executive directors on supervisory boards meet frequently The average number of supervisory board meetings with executive directors was 8.4 in 2011 in addition to an average of 2.1 meetings without executive directors. The average supervisory board met 10.5 times annually in 2011 excluding board committee meetings. One-tier boards met an average of 7.5 times in 2011, mostly in the presence of executive directors — also excluding board committee meetings.

Supervisory boards of AEX companies met an average of 10.2 times in 2011 (excluding board committee meetings). One-tier boards of AEX companies met an average of 7.8 times in 2011 (also excluding board committee meetings).

All AEX AMX

One-tier boards: average number of meetings per year 7.5 7.8 6 Two-tier boards: average number of meetings per year 10.5 10.2 10.8 Supervisory board meetings with management board 8.4 8.3 8.5 Supervisory board meetings without management board 2.1 1.9 2.3

26 Board committees

The boards of the top 50 companies have established a total of 146 board committees, with most committees at AEX companies. All AEX companies have board committees, which either separately or in combination with another board committee perform the functions of the audit committee, the remuneration committee and the nomination committee. Two boards work with five separate board committees.

Number of companies with N committees Total number of committees 0 1 2 3 4 5

AEX boards 85 3 11 9 2 AMX boards 61 2 2 7 11 3 Total 146 2 2 10 22 12 2

Note: not all AEX companies have separate board committees that perform the function of the audit, the remuneration and nomination committees. Some companies have these functions combined in one committee. As a result, three boards of AEX companies work with two separate board committees performing the function of the audit, the remuneration and the nomination committees.

The average number of board committees at AEX companies is 3.4 compared with 2.4 committees at AMX companies. The Board Index could not find board committees at two AMX companies.

Most boards of the top 50 companies have established separate audit, remuneration and nomination committees.

27 More risk committees A trend is emerging with more boards establishing specialized risk committees at the non-executive board level. While only two companies (4%) had established such a committee in 2008, 14% of all boards (7 companies) in the Netherlands Board Index currently have a risk committee.

Statistical focus: Committees

Committees Committees Average Meetings

With audit responsibility 47 With remuneration responsibility 45 With nomination responsibility 44 With risk management responsibility 7

7 Audit Committee 46 4.7 Audit & Risk Committee 1 4 Finance Committee 1 4 Risk Committee 6 4.5

7 Corporate Governance Committee 2 3 Corporate Governance, Nomination & Remuneration Committee 3 5.3 Corporate Governance, Nomination & Selection Committee 1 4 Nomination Committee 29 3.1 Nomination & Corporate Governance Committee 1 8 Remuneration Committee 31 4.2 Remuneration & Nomination (Selection) Committee 10 3.8 Remuneration & (Organisation) Development Committee 1 8

7 Innovation and Sustainability Committee 1 3 Public Affairs Committee 1 5 Social Responsibility Committee 3 3.7 Sustainability, Performance and Strategy Committee 1 6

7 Americas Committee 1 2 Nutrition, Food Safety & Sustainability Committee 1 - Preparatory Committee 1 7 Strategy Committee 1 2 Technical Committee 1 4 Technology Committee 1 6 Transition Committee 2 1.5

Note: The Board Index found 23 different types of committees. 28 Board committee meetings Separate audit committees met an average of 4.7 times compared with 4.2 times for remuneration committees and 3.1 times for nomination committees in 2011. Separate risk committees met on average 4.5 times in 2011.

One-tier boards average more board committees One-tier boards have an average of 3.7 committees. Two-tier boards average 2.8 committees.

Average Minimum Maximum Number of Total number number of number of number of companies of committees committees committees committees

Total one-tier boards 6 22 3.7 3 4 Total two-tier boards 44 124 2.8 0 5 Total 50 146 2.9 0 5

The audit committee All AEX and 22 AMX companies have an audit committee in 2012 (or a committee that combines the audit committee function with another board committee). Audit committees of AEX companies met an average of 5 times annually in 2011 (4.9 times in 2009) compared with 4.5 meetings for audit committees of AMX companies in 2011 (4.3 times in 2009).

Audit committee meetings with the external auditor are common The Board Index found that at least 36 boards (77% of companies with an audit committee) met with the external auditor during audit committee meetings.

Financial expertise on audit committees The Board Index found that 21 companies (or 45% of companies with an audit committee) have disclosed that the audit committee has at least one non-executive financial expert as its member in 2012. The number of financial experts on audit committees may be greater than reported in the Board Index since not all

29 Committee meetings

Total 2005 2007 2009 2011 AEX audit committees 5.4 5.6 4.9 5 AMX audit committees 3.7 4.7 4.3 4.5

AEX remuneration committees 4.7 4.2 4.7 4.7 AMX remuneration committees 3.6 3.2 4.1 3.6

AEX nomination committees 3.6 3.5 3.3 4 AMX nomination committees 1.9 1.8 1.8 2.1

Note: Figures are based on board committees that are not combined.

companies may disclose information of this nature in annual reports and on their investor relations pages on the Internet.

The remuneration committee Twenty-five AEX and 20 AMX companies had a remuneration committee in 2012 (or a committee that combines the remuneration committee function with another board committee). Separate remuneration committees of AEX companies met an average of 4.7 times annually in 2011 (4.7 times in 2009) compared with 3.6 meetings of remuneration committees of AMX companies in 2011 (4.1 times in 2009).

The nomination committee Twenty-five AEX and 19 AMX companies had a nomination committee in 2012 (or a committee that combines the nomination committee function with another board committee). Separate nomination committees of AEX companies met an average of 4 times annually in 2011 (3.3 times in 2009) compared with 2.1 meetings of nomination committees of AMX companies in 2011 (1.8 times in 2009).

30 Remuneration

The remuneration of non-executive chairmen and non-executive directors

209

132 90 72 70 45

all aex amx all aex amx non-executive non-executive directors chairmen € 000 € 000

The average cash remuneration was €209,000 for non-executive chairmen of AEX boards in 2011, close to three times the remuneration of chairmen at AMX boards. Non-executive directors (those who are not a chairman or deputy chairman of the board) of all companies included in the Board Index received an average of €72,000 in cash remuneration in 2011.

Over the past two years, average cash remuneration for AEX non-executive chairmen has increased by 38.4% (2.9% for AMX non-executive chairmen). Common non-executive directors’ cash remuneration has increased by 26.8% in AEX companies.

Note: The information is based on the cash remuneration of 34 non-executive chairmen and 193 non-executive directors.

31 The remuneration of executive directors

1892

1330 1431 1079 € 1m 879 843 868 726 569

all aex amx all aex amx all aex amx executive directors CEOs executive chairmen € 000 € 000 € 000

While some companies call their executive board leader the CEO, others use the term “chairman of the board.” The Board Index has measured the remuneration for both of these positions separately.

CEOs of AEX companies received an average of €1,892,000 in cash remuneration in 2011 (€1,460,000 in 2009) while CEOs of AMX companies received an average of €843,000 in cash remuneration in 2011 (€802,000 in 2009).

Executive chairmen of AEX companies received an average of €1,431,000 in cash remuneration in 2011 (nearly double compared with the average cash remuneration of €771,000 in 2009). Executive chairmen of AMX companies received an average of €868,000 in cash remuneration in 2011 (€796,000 in 2009).

Note: The information is based on the cash remuneration of 28 CEOs, 8 executive chairmen and 71 executive directors.

32 Definitions

Board Leadership While some companies call their executive board leader the CEO, others use the term “chairman of the executive board”. The Board Index has measured the remuneration and tenure for both of these positions separately.

Directors The term “directors” is used in the Board Index for the group of statutory executive and non-executive directors who have a position on the supervisory board, the management board or the board of directors (one-tier boards) of the 50 companies included in the Board Index.

Executive Directors The Board Index uses the term “executive director” for statutory members of the management board in two-tier boards and directors who are identified as such in the annual report of companies with a one-tier board and who do not occupy executive leadership positions (chairman or vice-chairman) on the board.

Non-Executive Directors The term “non-executive director” is used for members of the supervisory board in companies with a two-tier board and directors who are identified as such in the annual report of companies with a one-tier board and who do not occupy non- executive leadership positions (chairman or vice-chairman) on the board.

Independence The Board Index analysed whether a director was indicated as an independent director in annual reports regardless of their position (chairman, vice-chairman or common director). The Board Index did not attempt to determine whether directors met independence criteria if no information was provided as such in the annual report.

Committees The Board Index uses the names of committees in annual reports to classify committees. For example, the Board Index found 46 audit committees and one audit & risk committee in annual reports. As a result, the total number of audit committees in the Board Index is 47.

33 Board Committee Composition The Board Index analyzes the composition of board committees affiliated with the supervisory boards of two-tier boards and committees of boards based on the one-tier board system. The composition of the committees is determined by the directors of the company. Outside experts who (temporarily) may be a member of a committee are not included in the analysis.

Remuneration The Board Index has calculated the cash remuneration of directors who were employed during the entire year from January 1, 2011 until December 31, 2011. The remuneration of directors who retired or who were appointed/elected in 2011 has not been used to calculate the average annual cash remuneration of directors. Remuneration includes cash components only including short and long term bonuses (paid in cash).

Board Positions One board position in the Board Index equals one seat on a board. A director can occupy more than one board position (directorships).

Directorships The 50 companies in the Board Index are used as a reference to calculate the number of directorships of directors. Memberships on boards of listed and non- listed domestic and foreign companies other than those in the Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than reported in the Board Index.

Board Meetings The number of non-executive directors’ meetings is based on the total number of meetings directors attend in person and by conference call. When indicated in the annual report that the board met “several times”, the Board Index calculated two meetings as an indication of the number of meetings held by the board.

Board The Board Index uses the term “board” for the group of supervisory boards and boards of directors (one-tier boards) of the companies in the Board Index.

34 The research team

Han van Halder, a member of the Spencer Stuart European Board Practice, led the project. The Board Index was written with the co-operation of Dr. Gregory F. Maassen (Editor and Principal Writer). Reinout Wijnveen was responsible for the design of database queries and computer programming. Keith Fryer and Alastair Rolfe (Spencer Stuart UK) were responsible for the layout and final editing of the Board Index.

Electronic copies of the Board Index and other Spencer Stuart publications are available at www.spencerstuart.com.

The Board Index does not contain recommendations, classifications or any rank- ing other than alphabetical listings or listings based on indices of the NYSE Eu- roNext. The purpose of the Board Index is to provide an independent, reliable and detailed overview to directors, investors and others interested in developments and trends in corporate governance practices in the Netherlands. This makes the Spencer Stuart Board Index the only bi-annual survey that follows developments in board practices of listed companies in the Netherlands since 1996.

Please contact Dr. Gregory F. Maassen if you would like to use Board Index data for research ([email protected]). Restrictions may apply.

35 Board composition Board composition Diversity Average age Tenure

Committees

Index Board Model (Meetings) Board Meetings Meetings (Non- Executives Only) Number of Total Directors Executive Directors Non-Executive Directors Independent Directors Senior Independent Directors Chairman is? Directors Female Non- Female Executive Directors Executive Female Directors Directors Foreign Executive Foreign Directors Non- Foreign Executive Directors Nationalities Executive Directors Non-Executive Directors Executive Directors Non-Executive Directors Disclosure of the of Directors Tenure CEO Executive Chairmen Non-Executive Chairmen Non-Executive Vice-Chairmen

Aalberts AMX Two Tier 6 1 7 3 4 4 Non-executive 1: NL(7) 57.2 63.8 0.3 3.5 86% 0.3 5.3 4: A(7) N(4) Ri(6) Aegon AEX Two Tier Rm(5) 8 6 11 2 9 8 Non-executive 1 1 2 2 3: F(1) NL(9) USA(1) 56.0 66.5 3.8 6.2 100% 4.3 2.3 3: GB(2) NL(7) Ahold AEX Two Tier 3: A(5) N(5) Rm(5) 9 1 12 4 8 8 Non-executive 2 2 5 2 3 USA(3) 50.0 63.6 2.0 5.2 100% 7.3 5.2 Air France-KLM AEX One Tier 3: A(4) N(4) Rm(1) 9 15 3 12 6 CEO 3 3 11 2 9 2: F(11) NL(4) 68.0 62.5 0.7 4.7 100% 0.8 6: D(1) FIN(1) GB(2) Akzo Nobel AEX Two Tier 3: A(6) N(5) Rm(3) 8 2 13 4 9 9 Non-executive 2 2 7 2 5 NL(6) S(2) USA(1) 55.8 64.9 3.9 4.8 100% 0.3 3.4 9.2 4: A(1) B(1) D(3) AMG AMX Two Tier 3: A(6) N(1) Rm(2) 8 2 10 4 6 6 Non-executive 10 4 6 USA(5) 61.0 68.5 5.4 4.8 100% 5.7 5.1 4: ARiC(4) CGRC(5) 6: E(1) F(1) GB(1) Aperam AEX One Tier SPSC(6) Trns(2) 6 7 7 3 1 2 2 7 7 IND(2) L(1) USA(1) 52.5 1.5 100% 1.6 4: D(1) GB(3) NL(4) Arcadis AMX Two Tier 2: A(5) RNC(4) 7 2 11 5 6 6 Non-executive 2 1 1 7 3 4 USA(3) 50.9 63.2 2.2 4.6 100% 0.2 8.2 6: CDN(1) F(2) ArcelorMittal AEX One Tier 4: A(6) CGRC(6) 8 11 1 10 7 1 CEO 2 2 11 1 10 IND(2) L(2) S(1) 62.5 58.2 1.3 36% Ri(5) Trns(1) USA(3) ASM International AMX Two Tier 2: A(5) RNC(3) 10 2 8 2 6 6 Non-executive 3 3 3: B(1) D(2) NL(5) 53.5 64.3 3.3 5.1 100% 4.3 3.2 4: A(8) N(7) Rm(6) 4: D(2) F(2) NL(7) ASML AEX Two Tier TCH(6) 8 13 5 8 8 Non-executive 2 2 6 2 4 USA(2) 54.3 66.1 6.7 6.3 92% 7.8 5.3 BAM Groep AMX Two Tier 3: A(4) N(2) Rm(2) 11 4 10 4 6 5 Non-executive 1 1 1 1 2: GB(1) NL(9) 58.3 63.3 4.2 0.8 100% 1.3 0.7 0.7 Binck AMX Two Tier 2: A(4) Ri(4) 7 2 8 4 4 4 Non-executive 1: NL(8) 46.0 65.8 4.5 4.7 63% 3.3 Boskalis Westminster AEX Two Tier 3: A(3) N(1) Rm(2) 7 2 10 4 6 5 Non-executive 1: NL(10) 55.8 60.7 4.5 2.8 100% 6.2 0.9 0.9 Brunel AMX Two Tier 1: A(2) 8 2 5 2 3 3 Non-executive 1: NL(5) 61.0 64.8 7.4 2.8 100% 11.8 1.2 Corio AEX Two Tier 3: A(4) N(4) Rm(3) 11 2 10 4 6 5 Non-executive 1 1 2 1 1 3: F(1) NL(8) USA(1) 53.0 57.8 3.7 2.0 100% 4.2 0.7 7.3 CSM AMX Two Tier 3: A(7) N(5) Rm(6) 10 7 7 2 5 5 Non-executive 2 2 3: D(1) GB(1) NL(5) 55.0 64.5 6.8 4.1 100% 7.2 1.3 1.3 4: A(7) N(3) Ri(3) Delta Lloyd AMX Two Tier Rm(3) 10 1 12 4 8 6 2 2 1 1 2: GB(1) NL(11) 52.3 59.0 5.9 4.2 92% 11.2 6.5 4: A(6) N(5) Rm(6) 6: A(2) BR(1) CH(1) DSM AEX Two Tier SR(2) 7 13 5 8 8 Non-executive 3 3 7 3 4 D(1) NL(6) USA(2) 53.7 65.1 4.7 4.0 100% 5.2 1.3 Eurocommercial Properties AMX Two Tier 4 1 7 2 5 5 Non-executive 3 1 2 2: GB(3) NL(4) 59.0 67.5 6.9 71% 14.9 5: CH(1) D(1) GB(1) Fugro AEX Two Tier 2: A(3) RNC(3) 7 2 12 5 7 7 Non-executive 1 1 5 2 3 NL(7) USA(2) 59.5 64.5 3.8 5.8 83% 0.5 Heijmans AMX Two Tier 3: A(5) N(0) Rm(4) 9 2 9 4 5 4 Non-executive 1 1 1: NL(9) 54.0 62.5 1.9 3.6 100% 2.3 4.3 5: A(4) AmC(2) N(2) 5: B(2) GB(1) MEX(2) Heineken AEX Two Tier Pre(7) Rm(5) 8 1 12 2 10 5 Non-executive 2 2 6 1 5 NL(6) USA(1) 54.5 60.4 7.1 7.0 100% 6.8 8.3 2.3 Imtech AMX Two Tier 3: A(3) N(5) Rm(1) 8 2 8 2 6 6 1 1 1: NL(8) 63.5 61.0 10.0 4.9 100% 10.2 6.3 5: A(5) CGC(2) N(4) 3: B(1) Ireland(1) ING Groep AEX Two Tier Ri(4) Rm(7) 9 1 14 3 11 8 Non-executive 2 2 2 1 1 NL(12) 59.5 64.9 2.2 2.3 100% 3.3 1.2 1.2

AmC Americas Committee CGCRC Corporate Governance, Nomination & N Nomination Committee ARiC Audit & Risk Committee Selection Committee NFSSC Nutrition, Food Safety & Sustainability A Audit Committee F Finance Committee Committee CGC Corporate Governance Committee InoVS Innovation & Sustainability Committee Pre Preparatory Committee CGRC Corporate Governance, Nomination & NCG Nomination & Corporate Governance PaC Public Affairs Committee 36 Remuneration Committee Committee Board composition Diversity Average age Tenure

Committees

ROD Remuneration & (Organisation) SR Social Responsibility Committee TCH Technology Committee Development Committee Str Strategy Committee Trns Transition Committee RNC Remuneration & Nomination (Selection) Spsc Sustainability, Performance & Strategy Committee Committee Rm Remuneration Committee Te Technical Committee Ri Risk Committee 37 Board composition Board composition Diversity Average age Tenure

Committees

3: A(6) NCG(8) KPN AEX Two Tier ROD(8) 13 1 12 4 8 8 Non-executive 2 2 2 1 1 2: D(2) NL(10) 49.5 63.4 1.8 4.5 100% 6.1 2.3 2.3 5: D(1) F(1) GB(4) Logica AMX One Tier 3: A(4) N(2) Rm(4) 6 6 8 2 6 5 1 Non-executive 2 2 8 2 6 I(1) USA(1) 52.5 59.7 2.7 4.1 100% 4.5 4.7 Mediq AMX Two Tier 3: A(2) N(1) Rm(3) 7 7 2 5 4 1 1 2 2 3: B(1) N(1) NL(5) 48.5 60.1 5.8 3.9 100% 7.5 1.3 Nieuwe Steen AMX Two Tier 3: A(5) N(0) Rm(2) 7 1 7 2 5 4 Non-executive 1 1 2: IL(1) NL(6) 44.5 58.7 3.8 3.4 86% 3.8 4.8 4: A(4) InoVS(3) N(1) 4: CDN(1) N(2) Nutreco AMX Two Tier Rm(2) 16 3 10 5 5 5 Non-executive 1 1 4 3 1 NL(6) USA(1) 51.9 58.3 5.5 2.3 100% 12.5 1.3 1.3 3: A(5) CGCRC(4) 4: D(1) IND(1) NL(6) Philips AEX Two Tier Rm(7) 10 1 11 3 8 8 Non-executive 2 2 5 5 USA(3) 51.2 63.9 1.3 3.6 100% 1.3 1.3 0.3 4: A(6) N(3) PaC(5) Post NL AEX Two Tier Rm(7) 15 3 10 3 7 7 3 2 1 1: NL(10) 52.2 62.5 0.9 2.8 100% 0.3 3.5 1.2 6: CDN(1) D(1) F(1) Randstad AEX Two Tier 3: A(5) RNC(4) Str(2) 8 2 13 6 7 6 Non-executive 3 2 1 6 2 4 GB(2) GR(1) NL(7) 54.5 59.8 6.7 4.8 100% 9.3 7.9 4: A(5) CGC(4) N(5) 4: GB(4) NL(3) S(1) Reed Elsevier AEX Two Tier Rm(5) 6 10 2 8 6 1 Non-executive 2 2 7 2 5 USA(2) 54.0 60.0 9.4 5.0 100% 2.8 3.1 4: A(5) N(5) Rm(5) 6: CH(2) F(1) FIN(1) Royal Dutch Shell AEX One Tier SR(5) 8 12 2 10 8 1 Non-executive 2 2 9 2 7 GB(3) NL(3) USA(2) 53.0 62.7 5.1 2.7 100% 7.0 6.1 0.2 5: CDN(1) CH(1) F(2) SBM Offshore AEX Two Tier 3: A(7) RNC(5) Te(4) 5 1 9 2 7 7 Non-executive 1 1 5 1 4 GB(1) NL(4) 52.5 63.1 0.3 3.3 100% 0.5 7.2 2.2 4: A(6) N(4) Ri(5) SNS Reaal AMX Two Tier Rm(11) 12 1 13 4 9 9 Non-executive 2 2 1: NL(13) 46.5 59.1 2.5 2.8 85% 3.2 3.3 1.3 Ten Cate AMX Two Tier 2: F(4) RNC(5) 9 2 7 2 5 5 Non-executive 1: NL(7) 55.0 67.1 1.3 7.6 86% 4.3 10.3 3: D(1) Ireland(1) TKH Group AMX Two Tier 2: A(2) RNC(3) 6 1 8 3 5 5 1 1 2 1 1 NL(6) 48.5 59.1 0.9 5.3 75% 6.2 4: F(2) GB(1) NL(4) TNT Express AEX Two Tier 3: A(3) N(0) Rm(3) 7 2 8 2 6 6 Non-executive 3 2 1 4 1 3 USA(1) 50.5 61.8 1.3 1.3 100% 1.3 1.3 1.3 TomTom AEX Two Tier 3: A(4) N(4) Rm(5) 5 2 9 3 6 6 Non-executive 1 1 4 2 2 3: B(2) GB(2) NL(5) 52.2 65.0 7.6 4.1 78% 11.5 4.3 6: A(1) E(1) F(8) Unibail-Rodamco AEX Two Tier 2: A(4) CGRC(5) 7 16 5 11 11 Non-executive 4 3 1 13 4 9 GB(2) I(1) NL(3) 51.9 57.3 3.8 3.0 100% 5.1 0.3 5.1 6: GB(2) IND(1) Unilever AEX One Tier 4: A(5) N(6) Rm(5) 8 5 12 2 10 9 1 Non-executive 3 3 8 8 NL(4) S(1) USA(3) 50.5 63.2 2.8 4.2 100% 3.5 5.2 6.2 SR(4) ZA(1) Unit 4 AMX Two Tier 2: A(4) Rm(2) 7 3 6 2 4 4 Non-executive 1: NL(6) 52.0 61.8 18.4 4.0 100% 26.5 1.2 USG People AMX Two Tier 2: A(6) RNC(3) 11 10 5 5 4 Non-executive 2 1 1 2 2 2: B(2) NL(8) 47.3 62.9 1.4 6.2 80% 2.0 2.3 Vastned Retail AMX Two Tier 3: A(4) N(2) Rm(3) 8 6 2 4 4 Non-executive 1 1 1: NL(6) 48.0 61.0 5.0 5.0 100% 0.8 6.3 Vopak AMX Two Tier 3: A(5) N(1) Rm(5) 9 1 9 3 6 4 Non-executive 1 1 2: NL(8) SGP(1) 48.8 62.8 4.4 5.7 100% 1.5 4.3 11.7 Wereldhave AMX Two Tier 1: A(3) 8 1 6 2 4 3 Non-executive 1: NL(6) 53.5 59.0 3.3 2.8 83% 1.3 1.3 3: A(5) NFSSC(0) Wessanen AMX Two Tier RNC(3) 7 7 7 2 5 4 2 2 1: NL(7) 48.0 57.7 1.7 2.6 100% 2.3 2.0 4: AUS(1) F(2) NL(4) Wolters Kluwer AEX Two Tier 2: A(4) RNC(5) 7 1 10 3 7 7 2 1 1 6 2 4 USA(3) 52.2 63.5 7.7 4.5 100% 8.8 6.3 4.3

AmC Americas Committee CGCRC Corporate Governance, Nomination & N Nomination Committee ARiC Audit & Risk Committee Selection Committee NFSSC Nutrition, Food Safety & Sustainability A Audit Committee F Finance Committee Committee CGC Corporate Governance Committee InoVS Innovation & Sustainability Committee Pre Preparatory Committee CGRC Corporate Governance, Nomination & NCG Nomination & Corporate Governance PaC Public Affairs Committee 38 Remuneration Committee Committee Board composition Diversity Average age Tenure

Committees

Executive Director Remuneration Average Executive Chairmen Remuneration CEO Remuneration Lowest Paid Executive Director Remuneration Highest Paid Executive Director Remuneration Non-Executive Director Remuneration Average Non-Executive Chairmen Remuneration Lowest Paid Non- Executive Director Remuneration Highest Paid Non- Executive Director Remuneration

Aalberts 804 804 804 43 40 40 50 Aegon 836 962 709 962 87 101 75 101 Ahold 1405 1005 1805 86 90 79 90 Air France-KLM 191 24 1377 Akzo Nobel 798 798 798 99 123 70 176 AMG 806 1386 553 1386 44 53 34 53 Aperam Arcadis 563 513 638 56 58 46 63 ArcelorMittal 2155 2155 2155 2155 116 98 149 ASM International 799 1088 510 1088 54 61 50 68 ASML 865 1374 664 1374 71 88 52 100 BAM Groep 725 713 749 Binck 524 604 484 604 40 46 32 46 Boskalis Westminster 1131 1409 972 1409 44 41 46 Brunel 588 700 475 700 39 39 39 Corio 403 576 317 576 44 42 46 CSM 822 951 693 951 54 51 56 Delta Lloyd 792 975 680 975 69 89 56 89 DSM 1129 1531 976 1531 51 48 54 Eurocommercial Properties 804 931 677 931 32 40 30 40 Fugro 581 581 581 60 36 36 83 Heijmans 518 594 460 594 43 59 38 59 Heineken 2122 2814 1430 2814 94 160 70 160 Imtech 970 1202 737 1202 49 61 43 61 ING Groep 1052 1353 750 1353 71 70 72 KPN 965 965 965 965 78 110 69 110 Logica 849 849 849 849 114 345 60 345 Mediq 660 785 535 785 35 34 35

Nieuwe Steen 322 393 250 393 36 35 35 38 Nutreco 915 1103 726 1103 52 50 54 Philips 84 77 95 Post NL 61 74 54 74 Randstad 930 1351 656 1351 79 109 67 109 Reed Elsevier 1891 2354 1427 2354 144 575 48 575 Royal Dutch Shell 3823 5205 2440 5205 246 800 137 800 SBM Offshore 88 104 83 104 SNS Reaal 511 580 475 580 33 45 30 45 Ten Cate 966 966 966 966 38 50 33 50 TKH Group 525 600 450 600 42 48 33 48 TNT Express TomTom 383 375 375 400 51 61 47 61 Unibail-Rodamco 1031 1843 757 1843 71 58 96 Unilever 1987 2487 1486 2487 167 635 87 635 Unit 4 783 887 679 887 39 38 41 USG People 553 813 423 813 55 67 52 67 Vastned Retail 281 281 281 27 30 25 30 Vopak 655 691 607 691 62 78 55 78 Wereldhave 431 431 431 32 32 32 Wessanen 885 885 885 885 60 69 53 69 Wolters Kluwer 1418 2138 868 2138 62 74 52 74

“Remuneration” in all cases means cash remuneration, and excludes shares, options and other benefits.

41 Audit committee Committee Name Committee Number of Total Directors Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Aegon A 4 4 4 100% 100% M 7 Ahold A 4 4 4 100% 100% V 5 Air France-KLM A 6 6 3 100% 50% M 4 Akzo Nobel A 4 4 4 100% 100% M 6 AMG A 3 3 3 100% 100% M 6 Aperam ARiC 3 3 2 1 100% 100% M 4 Arcadis A 3 3 3 100% 100% M 5 ArcelorMittal A 4 4 4 100% 100% M 6 ASM International A 3 3 3 100% 100% Yes C 5 ASML A 3 3 3 100% 100% Yes M 8 BAM Groep A 3 3 3 100% 100% 4 Binck A 3 3 3 100% 100% Yes M 4 Boskalis Westminster A 2 2 1 100% 50% M 3 Brunel A 3 3 3 100% 100% Yes M 2 Corio A 3 3 2 100% 67% Yes V 4 CSM A 3 3 3 100% 100% M 7 Delta Lloyd A 4 4 3 100% 75% M 7 DSM A 4 4 4 100% 100% M 6 Fugro A 3 3 3 100% 100% V 3 Heijmans A 3 3 2 100% 67% M 5 Heineken A 4 4 2 100% 50% M 4 Imtech A 3 3 3 100% 100% Yes M 3 ING Groep A 5 5 3 100% 60% M 5 KPN A 4 4 4 100% 100% M 6 Logica A 3 3 2 1 100% 100% M 4 Mediq A 2 2 2 100% 100% M 2 Nieuwe Steen A 2 2 2 100% 100% M 5 Nutreco A 2 2 2 100% 100% M 4

42 Committee Name Committee Number of Total Directors Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Philips A 4 4 4 100% 100% M 5 Post NL A 4 4 4 100% 100% M 6 Randstad A 3 3 2 100% 67% Yes M 5 Reed Elsevier A 4 4 3 1 100% 100% M 5 Royal Dutch Shell A 4 4 4 100% 100% M 5 SBM Offshore A 3 3 3 100% 100% Yes M 7 SNS Reaal A 5 5 5 100% 100% M 6 TKH Group A 2 2 2 100% 100% Yes M 2 TNT Express A 4 4 4 100% 100% V 3 TomTom A 3 3 3 100% 100% M 4 Unibail-Rodamco A 6 6 6 100% 100% V 4 Unilever A 3 3 2 1 100% 100% M 5 Unit 4 A 2 2 2 100% 100% M 4 USG People A 2 2 2 50% 50% TD/COO 6 Vastned Retail A 2 2 2 100% 100% M 4 Vopak A 3 3 2 100% 67% M 5 Wereldhave A 2 2 2 100% 100% V 3 Wessanen A 2 2 1 100% 50% Yes M 5 Wolters Kluwer A 3 3 3 100% 100% Yes M 4

Committee names A Audit Committee ARiC Audit & Risk Committee

Committee chairman M Common member of the board V Vice-chairman of the board C Chairman of the board

43 Nomination committee

Committee Name Committee Number of Total Directors Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Aegon N 5 5 4 100% 80% Yes C 4 Ahold N 5 5 5 100% 100% Yes C 5 Air France-KLM N 4 4 4 100% 100% M 4 Akzo Nobel N 4 4 4 100% 100% Yes C 5 AMG N 2 2 2 100% 100% M 1 Aperam CGRC 3 3 2 1 100% 100% M 5 Arcadis RNC 3 3 3 100% 100% Yes C 4 ArcelorMittal CGRC 4 4 3 1 100% 100% M 6 ASM International RNC 3 3 3 100% 100% Yes C 3 ASML N 3 3 3 100% 100% Yes M 7 BAM Groep N 2 2 1 100% 50% Yes C 2 Boskalis Westminster N 2 2 2 100% 100% Yes 1 Corio N 3 3 3 100% 100% Yes C 4 CSM N 2 2 2 100% 100% Yes V 5 Delta Lloyd N 3 3 2 100% 67% Yes C 3 Dsm N 3 3 3 100% 100% Yes C 5 Fugro RNC 3 3 3 100% 100% Yes M 3 Heijmans N 3 3 3 100% 100% Yes M Heineken N 5 5 2 100% 40% Yes C 2 Imtech N 2 2 2 100% 100% Yes M 5 ING Groep N 5 5 5 100% 100% Yes C 4 KPN NCG 4 4 4 100% 100% Yes C 8 Logica N 5 4 1 3 1 80% 80% Yes C 2 Mediq N 2 2 1 100% 50% M 1 Nieuwe Steen N 2 2 2 100% 100% Nutreco N 5 5 5 100% 100% Yes C 1 Philips CGCRC 3 3 3 100% 100% Yes C 4 Post NL N 3 3 3 100% 100% Yes C 3

Randstad RNC 4 4 4 100% 100% Yes C 4 Reed Elsevier N 5 5 3 1 100% 80% Yes C 5 Royal Dutch Shell N 3 3 2 1 100% 100% Yes C 5 SBM Offshore RNC 2 2 2 100% 100% Yes M 5 SNS Reaal N 3 3 3 100% 100% Yes C 4 Ten Cate RNC 3 3 3 100% 100% Yes M 5 TKH Group RNC 2 2 2 100% 100% M 3 TNT Express N 3 3 3 100% 100% Yes C TomTom N 3 3 3 100% 100% Yes C 4 Unibail-Rodamco CGRC 4 4 4 100% 100% Yes C 5 Unilever N 4 4 3 1 100% 100% Yes M 6 USG People RNC 3 3 2 100% 67% Yes M 3 Vastned Retail N 4 4 4 100% 100% Yes C 2 Vopak N 2 2 1 100% 50% Yes C 1 Wessanen RNC 3 3 2 100% 67% Yes M 3 Wolters Kluwer RNC 5 5 5 100% 100% Yes V 5

Committee names N Nomination Committee NCG Nomination & Corporate Governance Committee CGRC Corporate Governance, Nomination & Remuneration Committee RNC Remuneration & Nomination (Selection) Committee CGCRC Corporate Governance, Nomination & Selection Committee

Committee chairman M Common member of the board V Vice-chairman of the board C Chairman of the board

45 Remuneration committee Committee Name Committee Number of Directors Total Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Aegon Rm 4 4 4 100% 100% Yes M 5 Ahold Rm 5 5 5 100% 100% M 5 Air France-KLM Rm 3 3 3 100% 100% M 1 Akzo Nobel Rm 4 4 4 100% 100% Yes M 3 AMG Rm 2 2 2 100% 100% Yes M 2 Aperam CGRC 3 3 2 1 100% 100% M 5 Arcadis RNC 3 3 3 100% 100% Yes C 4 ArcelorMittal CGRC 4 4 3 1 100% 100% M 6 ASM International RNC 3 3 3 100% 100% Yes C 3 ASML Rm 3 3 3 100% 100% M 6 BAM Groep Rm 2 2 1 100% 50% Yes M 2 Boskalis Westminster Rm 2 2 2 100% 100% M 2 Corio Rm 3 3 3 100% 100% Yes M 3 CSM Rm 2 2 2 100% 100% Yes C 6 Delta Lloyd Rm 3 3 2 100% 67% Yes M 3 DSM Rm 3 3 3 100% 100% Yes M 6 Fugro RNC 3 3 3 100% 100% Yes M 3 Heijmans Rm 3 3 3 100% 100% Yes M 4 Heineken Rm 4 4 2 100% 50% Yes M 5 Imtech Rm 2 2 2 100% 100% Yes M 1 ING Groep Rm 5 5 5 100% 100% Yes V 7 KPN ROD 4 4 4 100% 100% Yes V 8 Logica Plc Rm 3 3 3 100% 100% Yes M 4 Mediq Rm 1 1 1 100% 100% Yes 3 Nieuwe Steen Rm 2 2 2 100% 100% 2 Nutreco Rm 3 3 3 100% 100% Yes M 2 Philips Rm 4 4 4 100% 100% Yes V 7 Post NL Rm 4 4 4 100% 100% Yes V 7

46 Committee Name Committee Number of Directors Total Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Randstad RNC 4 4 4 100% 100% Yes C 4 Reed Elsevier Rm 4 4 2 1 100% 75% Yes M 5 Royal Dutch Shell Rm 3 3 2 1 100% 100% V 5 SBM Offshore RNC 2 2 2 100% 100% Yes M 5 SNS Reaal Rm 3 3 3 100% 100% Yes M 11 Ten Cate RNC 3 3 3 100% 100% Yes M 5 TKH Group RNC 2 2 2 100% 100% M 3 TNT Express Rm 4 4 4 100% 100% Yes M 3 TomTom Rm 3 3 3 100% 100% Yes M 5 Unibail-Rodamco CGRC 4 4 4 100% 100% Yes C 5 Unilever Rm 4 4 3 100% 100% Yes M 5 Unit 4 Rm 2 2 2 100% 100% Yes C 2 USG People RNC 3 3 2 100% 67% Yes M 3 Vastned Retail Rm 2 2 2 100% 100% M 3 Vopak Rm 3 3 2 100% 67% Yes M 5 Wessanen RNC 3 3 2 100% 67% Yes M 3 Wolters Kluwer RNC 5 5 5 100% 100% Yes V 5

Committee names Rm Remuneration Committee CGRC Corporate Governance, Nomination & Remuneration Committee RNC Remuneration & Nomination (Selection) Committee ROD Remuneration & (Organisation) Development Committee

Committee chairman M Common member of the board V Vice-chairman of the board C Chairman of the board

47 Risk committee Committee Name Committee Number of Directors Total Non-Executive Directors Executive Directors Independent Directors Senior Independent Directors Percentage of Non- Executive Directors Percentage of Independent Directors Is Chairman of the Board Member? a Committee Chairman Committee Number of Meetings

Aegon Ri 4 4 3 100% 75% M 6 Aperam ARiC 3 3 2 1 100% 100% M 4 ArcelorMittal Ri 3 3 2 100% 67% M 5 Binck Ri 3 3 3 100% 100% M 4 Delta Lloyd Ri 5 5 4 100% 80% M 3 ING Groep Ri 6 6 5 100% 83% Yes M 4 SNS Reaal Ri 5 5 5 100% 100% Yes V 5

Committee names R Risk Committee ARiC Audit and Risk Committee

Committee chairman M Common member of the board V Vice-chairman of the board C Chairman of the board

48 worldwide offices

Amsterdam Frankfurt Montreal Shanghai T 31 (0) 20.305.73.05 T 49 (0) 69.61.09.27.0 T 1.514.288.3377 T 86 21.2326.2828

Atlanta Geneva Mumbai Silicon Valley T 1.404.504.4400 T 41 22.312.36.38 T 91 22 6616.1414 T 1.650.356.5500

Barcelona Hong Kong Munich Singapore T 34.93.487.23.36 T 852.2521.8373 T 49 (0) 89.45.55.53.0 T 65 6586.1186

Beijing Houston New Delhi Stamford T 86.10.6535.2100 T 1.713.225.1621 T 91.124.485.4444 T 1.203.324.6333

Bogota Istanbul New York Stockholm T 571.618.2488 T 90 212.381.86.41 T 1.212.336.0200 T 46.8.534.801.50

Boston Johannesburg Orange County Sydney T 1.617.531.5731 T 27.11.557.5300 T 1.949.930.8000 T 61.2.9240.0100

Brussels London Paris Tokyo T 32.2.732.26.25 T 44 (0) 20 7298.3333 T 33 (0) 1.53.57.81.23 T 81.3.3238.8901

Budapest Los Angeles Philadelphia Toronto T 36.1.200.08.50 T 1.310.209.0610 T 1.215.814.1600 T 1.416.361.0311

Buenos Aires Madrid Prague Vienna T 54.11.4310.9100 T 34.91.745.85.00 T 420.221.411.341 T 43.1.36.88.700.0

Calgary Melbourne Rome Warsaw T: 1.403.538.8658 T 61.3.8661.0100 T 39.06.802071 T 48.22.321.02.00

Chicago Mexico City San Francisco Washington, D.C. T 1.312.822.0080 T 52.55.5002.4950 T 1.415.495.4141 T 1.202.639.8111

Copenhagen Miami Santiago Zurich T 45 333.46700 T 1.305.443.9911 T 56.2.940.2700 T 41.44.257.17.17

Dallas Milan Sao Paulo T 1.214.672.5200 T 39.02.771251 T 55 11.2050.8000

Dubai Minneapolis/St. Paul Seattle T 971.4.426.6500 T 1.612.313.2000 T 1 206.224.5660

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