Corporate Governance

Supervisory Directors and Executive Board of Batenburg Beheer N.V. generally endorse the principles of good corporate governance set out in the Dutch Corporate Governance Code (the Code). The pivotal principle is that the company, directors and regulators must aim for long-term continuity and seek to maximise benefit for the company's stakeholders. Balanced and honest representation and independent supervision are key elements in ensuring a good relationship with shareholders, which also benefits from clear and open communication. The way the Code is applied was not changed in 2008. There are a few best practices that Batenburg Beheer N.V. does not follow, in part because a number of provisions in the Code do not apply to Batenburg on account of the company's size. The practices that are departed from with the approval of the General Meeting of Shareholders are explained on the website of the company (www.batenburg.nl).

Batenburg Beheer N.V. is a dual-board company (i.e. it has an Executive Board and an independent Supervisory Board). Outlined below are the salient points of the Corporate Governance structure.

Executive Board

The Executive Board is in charge of the management of Batenburg Beheer N.V. and is responsible for the strategy and its implementation. Further, the Executive Board is responsible for the operation of the risk management and internal control systems and compliance with laws and regulations. The Executive Board informs the Supervisory Board of developments and activities, meets with Supervisory Directors on significant matters and submits important decisions to the Supervisory Board and/or the General Meeting of Shareholders.

The current two members of the Executive Board have been appointed for an indefinite period. The reference framework used to determine the Executive Board's remuneration policy comprises listed companies whose activities (professional services sector) resemble as closely as possible the nature and complexity of Batenburg Beheer N.V.'s activities. The remuneration of the Executive Board appointed under the company's articles of association consists of a fixed and a variable income component, the latter not amounting to more than 50% of the former. The variable part is linked to the degree to which the targeted net return on average capital invested is achieved.

Supervisory Board

The task of the Supervisory Board is to oversee the policies of the Executive Board and the affairs and position of the company and its business operations. It assists the Executive Board with its advice and opinions. In the execution of their task, Supervisory Directors focus on the interests of the company and its business operations. Given the size of the Supervisory Board (three members), no separate audit, appointment or remuneration committees have been put in place. Instead, these tasks are performed by the Board as a whole. Supervisory Directors are nominated by the Supervisory Board based on the outline profile and appointed by the General Meeting of Shareholders, as a rule for a period of four years at a time. Works Councils have an enhanced right of recommendation for one third of the number of members of the Board.

Compliance officer

The compliance officer oversees compliance with the following regulations: the Batenburg Beheer N.V. Regulations on the Ownership of and Transactions in Securities, the Corporate Governance Code, the Batenburg Beheer N.V. Whistleblower Regulation, and the Code of Conduct. No reports of breaches of these regulations were received by the compliance officer in 2008.

General Meeting of Shareholders

A General Meeting of Shareholders is held at least once a year. The main powers of the General Meeting of Shareholders are to adopt the financial statements, approve the appropriation of net income, endorse the policies pursued by the Executive Board, endorse the supervision exercised by the Supervisory Board, adopt the remuneration of the Supervisory Directors, approve the policy concerning the Executive Board's remuneration, appoint members of the Executive Board, Supervisory Directors and the auditor, approve amendments to the articles of association and authorise the purchase and issue of shares.