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Netherlands Board Index Board trends and practices at leading companies:

An analysis of AEX and AMX companies

13th edition

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Contents

Foreword 2About Spencer Stuart 6Highlights of the 2014 Netherlands Board Index 7Key indicators of the Netherlands Board Index 10In the spotlight: Chairman and non-executive director succession 12About the Netherlands Board Index 16

Board composition 17Women on boards 23Independence and directorships 26Board tenure 28Board structure 30Board meetings 31Board committees 34Remuneration 36Definitions 39The research team 41

Data tablesInternational comparison table 42Board composition 44Board remuneration 48Audit committee 50Nomination committee 52Remuneration committee 54Risk and other committees 56

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The Netherlands have seen a significant number of corporate governance developments since the publication of the last Netherlands Board Index in 2012. Despite efforts to self-regulate a number of corporate governance practices, several provisions of the Dutch Corporate Governance Code from January 1, 2009 have been codified in company law with the introduction of legislative measures to strengthen the corporate governance system in the Netherlands.

Most notably, the Management and Supervision Act (“Wet Bestuur en Toezicht”) took effect on January 1, 2013. The Act formally introduces the possibility of adopting a one-tier board structure in the Netherlands and limits the number of supervisory directorships a director may hold. The Act also introduces a conflict of interest provision for directors, establishes targets for board diversity in terms of the gender of directors and introduces a change in the legal position of direc-tors of listed companies.

Limitation to the number of board seats and board diversityUnder the new law, non-executive directors may not hold more than five positions in supervisory boards or one-tier boards of a “large” corporation.1 Non-executive chairman positions on boards of large corporations count as two positions. Holding positions with more than one entity within the same corporate group counts as one position.

Executive directors’ positions with large corporations are limited to two non-executive board positions. The law also states that a CEO or other executive director may not be a chairman of the supervisory board or a one-tier board of another large corporation. The restriction does not appear to be a major obstacle to directors on boards of companies in this edition of the Board Index as a vast majority of directors occupy only one board position within the top 50 listed corporations in the Netherlands. Non-executive positions at foreign companies do not count either.

In a similar vein, the law has introduced a provision to ensure a balanced repre-sentation of men and women on management, supervisory and one-tier boards. Under the law, a balanced representation of both genders exists if at least 30% of the board seats are filled by either male or female directors. Although the 30% rule is not obligatory by law, corporations are required to explain in their annual

1 A corporation is considered “large” when two of the following three criteria are met: The value of the assets according to the balance sheet is more than €17.5 million; the net turnover of the corporation is more than €35 million and/or the corporation has on average more than 250 employees.

Foreword

3

report why the board does not meet the gender test. The “voluntary” 30% rule will end on January 1, 2016, allowing for the measure to be evaluated.

Legal position of directorsThe law also has changed the legal position of directors, since newly elected executive board members of listed corporations are no longer employees of the company. As a result, executive directors will not enjoy any protection under Dutch labour law as their relationship with the corporation is governed by a service agreement and Dutch company law. Existing labour contracts are not affected by the new law.

The law also introduces the provision that the board as a whole is authorised 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 indirectly may have a conflict of interest.

Board structure The Management and Supervision Act has made it is easier for corporations to introduce one-tier boards as their governance model by amending the articles of association of the corporation. With the new law, non-executive directors on one-tier boards have different roles and a different legal position compared with non-executive directors on two-tier boards. Non-executive directors on one-tier boards are an integral part of the management (“het bestuur”) of the corporation. This is different from non-executive directors on two-tier boards as they operate in a separate supervisory board that is independent from executive directors on the management board of the corporation.

Although more companies may work with a one-tier board in the future, the number of corporations with a one-tier board in the Board Index has been rela-tively stable over the years; a number of corporations already operated under this governance model prior to the introduction of the amendments to the law. This pertains mainly to those companies that have a dual nationality such as AirFrance KLM, ArcelorMittal, Reed Elsevier, Royal Dutch Shell and Unilever.

Changes to the composition of boards of directorsAs we have reported over the years, many Dutch listed corporations have antici-pated the pending changes in legislation. The majority of non-executive directors have already reduced their number of directorships on supervisory boards and corporations have increased the percentage of female non-executive directors on

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boards, although most boards in the Board Index do not yet meet the “gender test”. As of August 1, 2014, 92% of the companies do not pass the 30% gender test, despite the fact that an increasing number of female directors have been elected to the boards of the top 50 companies in the Netherlands.

The Claw Back ActThe Claw Back Act came into force on January 1, 2014 to align the interests of management with the long-term objectives of the corporation. The law gives corporate boards greater powers in reclaiming and adjusting bonuses awarded to a director to avoid excessive acquisition bonuses, if bonuses were awarded based on incorrect information such as inflated sales projections or when such bonuses are no longer warranted given market conditions.

The Corporate Governance Act (“the Frijns Act”)The Corporate Governance Act took effect on July 1, 2013 to promote dialogue between shareholders and directors. The new bill lowered the threshold for shareholders to report shareholdings from 5% to 3% of the corporation’s issued share capital or control interest. In addition, investors’ gross short positions of 3% or more in Dutch companies listed on a European regulated market need to be reported and the right of shareholders to nominate items for the agenda of the general meeting of shareholders has been increased from 1% to 3% of the corporation’s issued share capital. Listed corporations now have the possibility to identify shareholders holding between 0.5% and 3% of issued shares as well.

The Audit Firm Supervisory ActAn amendment to the Audit Firm Supervisory Act (WTA) will come into effect on January 1, 2016, which introduces a mandatory rotation of the external auditor every eight years in the Netherlands.2 An earlier amendment to the same bill already introduced the segregation of audit and non-audit services as of January 1, 2013 with a transitional period of two years. The Board Index has noted that audit committees are already considering a change of the corporation’s auditor in anticipation of the audit firm rotation requirement, while a number of corpora-tions already have changed the auditor.

2 The Dutch Government has announced that it will amend the Act (possibly before January 1, 2016) by extending the rotation period to 10 years.

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Future corporate governance developmentsAs directors and regulators absorb the changes in the regulatory corporate governance framework in the Netherlands, and international corporate govern-ance standards continue to converge, we realise that these changes are not merely legislative and formalistic. The introduction of new governance models requires significant resources and expertise, for example changes in boardroom practices, shareholder relations and long-standing relationships of audit committees with corporations’ audit partners.

The new limitations on directors’ involvement in the governance of large corpora-tions and new diversity standards necessitate advanced succession planning and possibly a review of boards’ selection procedures and profiles.

At Spencer Stuart, we continue to follow these developments in corporate govern-ance closely, both in the Netherlands and globally, and stand ready to assist you through our global network of boards specialists.

Han van Halder [email protected]

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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 55 offices in 30 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director ap-pointments, board reviews, succession planning and in-depth senior executive management assessments.

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 infor-mation, visit www.spencerstuart.com

About Spencer Stuart

7

30% gender ruleThe Board Index found one two-tier board with at least 30% female executive directors on the managing board and at least 30% female non-executive directors on the supervisory board. Three companies have a minimum of 30% of female directors on their one-tier boards regardless of their position (executive or non-executive) as of August 1, 2014.

More female directors soughtA preliminary estimate suggests that 62 executive and non-ex-ecutive board positions will need to be filled by female directors if 30% of the 473 board positions in the Board Index are to be occupied by female directors.

Age differences (non-executives)Female non-executive directors are on average 6.7 years younger than male non-executive directors (63.9 years). With the election of more female non-executive directors and the increasing years of service of female non-executive directors, age differences among male and female non-executive directors are likely to be less in the near future.

62The number of new

female director recruits needed to meet the 30%

gender rule

92%AEX and AMX

companies do not satisfy the 30% gender rule

57.2 years

The average age of female non-executive directors

Highlights of the 2014 Netherlands Board Index

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Foreign directorsThe Board Index found 29 companies with foreign directors on their supervisory board. This is some 70% of all companies with a two-tier board. All one-tier boards have foreign directors on their boards.

Executive directors on AEX boardsAEX companies have seen a reduction of 30.4% in the number of executive directors on their boards since 2006. One reason for this phenomenon may be prevalence of one-tier boards among AEX companies as they tend to have fewer executive directors than two-tier boards.

Two-tier boards still dominateDespite the introduction of amendments to the Management and Supervision Act, the number of corporations with a one-tier board in the Board Index has been relatively stable over the years.

Risk committeesThe Board Index does not observe a further rise in the number of risk committees. While only two companies (4%) had established such a committee in 2008, 12% of all boards in the Netherlands Board Index (6 companies) currently have a risk committee compared with 14% in 2012.

Highlights of the 2014 Netherlands Board Index

-30.4%The reduction in executive directors on AEX boards

70%The percentage of two-tier boards with foreign non-

executive directors

18%The percentage of companies with a

one-tier board

12%The percentage of boards

with a risk committee

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AMX nomination committee meetingsThe Board Index notes a significant increase in the average number of nomination committee meetings of AMX boards from 2.1 times in 2011 to 3.8 times in 2013, an increase of 81%. Other than audit committees, nomination and remuneration committees of AEX companies no longer necessarily meet more frequently than similar committees at AMX companies’ boards.

Non-executive director payNon-executive directors (excluding chairmen) received on average €77,000 in cash remuneration in 2013, compared with €61,000 in 2009. This is an increase of 26.2% over the last five years (or an annual increase of 5% since 2009).

€77 000 Average cash remuneration of non-executive directors

81%The increase in

nomination committee meetings of AMX boards

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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 COMPANIES

AEX COMPANIES

AMX COMPANIES

Average number of directors

Executive directors 2.9 3.2 2.6

Non-executive directors 6.6 7.7 5.4

Total number of directors 9.5 10.9 8.0

Average number of directors by gender

Male directors 7.9 8.8 6.9

Female directors 1.6 2.1 1.1

Nationality of directors

Average number of Dutch directors 5.5 5.3 5.7

Average number of foreign directors 4.0 5.6 2.3

Board structure

Two-tier boards 41 (82%) 19 (76%) 22 (88%)

One-tier boards 9 (18%) 6 (24%) 3 (12%)

Average number of board meetings

One-tier board meetings 7.4 7.2 8.0

Supervisory board meetings with management board 7.6 6.9 8.2

Supervisory board meetings without management board3 2.4 2.5 2.4

Key indicators of the Netherlands Board Index

3 These refer to meetings of the supervisory board, or parts of these meetings, when managing board members are not formally present.

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ALL COMPANIES

AEX COMPANIES

AMX COMPANIES

Board committees

Average number of board committees 3 3.4 2.6

Number of companies with audit committee 47 (94%) 25 (100%) 22 (88%)

Number of companies with remuneration committee 47 (94%) 25 (100%) 22 (88%)

Number of companies with nomination committee 46 (92%) 25 (100%) 21 (84%)

Number of companies with risk committee 6 (12%) 4 (16%) 2 (8%)

Average number of committee meetings

Audit committee meetings 5.0 5.4 4.4

Remuneration committee meetings 4.1 4.1 4.2

Nomination committee meetings 3.8 3.8 3.8

Risk committee meetings 4.8 5.0 4

Average cash remuneration (€ 000)

CEOs4 1283 1785 782

Executive chairmen 835 1308 645

Executive directors 774 938 536

Non-executive chairmen 138 233 53

Non-executive directors 77 93 49

4 See the definition section of the Board Index for the definitions of CEOs and executive chairmen.

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Chairmen and non-executive director succession The need for careful planning of supervisory board succession is greater today than it has ever been. Under pressure from investors, regulators, governance watchdogs and the media, supervisory boards must demonstrate their willingness to evolve if they are to remain relevant in a fast-changing world. This requires a greater level of foresight and succession planning than is generally found in most supervisory boards today.

In the spotlight

Building a balanced boardIn recent years, the proportion of AEX and AMX CEOs appointed from inside the company has been slowly falling, from 76% in 2013 to 66% this year. This sug-gests that boards are not getting better at managing CEO succession. The trend, incidentally, is similar for AEX and AMX companies, although AEX companies have a higher percentage of internal successions than AMX companies. The same picture can be seen when it comes to supervisory boards managing their own succession: they still seem to have some way to go.

In the past, supervisory boards have tended to address non-executive director succession only on an as-needed basis, when facing an impending vacancy. Super-visory boards that take this approach, however, may be putting themselves at a dis-advantage; by the time they start looking for a replacement non-executive director it may be too late to secure the best person. Just as with CEO succession, by planning further ahead it is possible for supervisory boards to widen the net, increase their options and secure the very best talent at the time when it is most needed. This is very much the case in the Netherlands where companies usually prefer to appoint a sitting non-executive director as chairman. However, this is changing.

The principle of long-term planning should apply as much to the supervisory board as it does to the business itself. One of the primary tasks of the nomination committee should be continually to review supervisory board composition in light of the medium- to long-term strategy and focus on what mix of expertise will best help the company move in that direction as efficiently as possible. Super-visory boards can accomplish this by thoughtfully and deliberately managing non-executive director succession; those that plan a long way ahead, rethink role

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specifications and explore fresh options (avoiding potential conflicts) are most likely to end up with the strongest supervisory boards.

Building a balanced supervisory board takes time. Except in crisis conditions, supervisory boards evolve slowly, although the existence of term limits for Dutch listed companies does mean that supervisory board membership is reasonably fluid.

Term limits mean that there is enough natural attrition to make succession planning not just worthwhile, but essential. On average, 60–70 non-executive directors rotate off AEX and AMX supervisory boards in any 12-month period, creating regular openings that allow supervisory boards to refresh themselves and expand or strengthen their skills.

In the US, by contrast, ever-extending retirement ages and lack of term limits have resulted in static boards that struggle to adapt and change in synch with the business. A recent Spencer Stuart study of board turnover and shareholder returns for S&P 500 companies found that a moderate amount of turnover correlates with higher shareholder returns. Companies that added three or four directors over a three-year period outperformed their industry peers, suggesting an optimal amount of turnover. The worst performers tended to be companies with either no director changes at all in three years or companies with five or more board changes. Regular, planned and non-disruptive changes to board composition is positive for the health of a business.

Developing a skills matrixWhen working with clients to develop supervisory board succession plans over the long term, Spencer Stuart often uses a board profile matrix to examine the demographics and professional backgrounds of current board members and to identify gaps or voids in the board’s composition (vis-à-vis the company strategy and peers).

As a starting point, the supervisory board should stay up to date on the timing of anticipated vacancies (due to retirement, term or age limits, etc.). In most cases, non-executive director departures are known well in advance, giving the super-visory board the opportunity to plan for specific needs, for example ensuring continuity and relevant expertise on committees.

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The skills matrix should take into account regulatory and listing requirements, committee needs, the strategic direction of the business, and the need to bring a diversity of perspectives to boardroom discussion.

Developing a skills matrix > Think holistically about non-executive director recruitment as opposed to one-off recruitments.

> Develop a matrix of the overall skills and experience required for the supervisory board based on an analysis of the skills and experience necessary to support the strategy.

> Inventory the skills, contributions, and diversity of current supervisory board members to identify any gaps to be filled.

> Use a skills matrix to ensure all the bases are covered when recruiting.

> Outline specific requirements for key committee chairs.

Advance planningSupervisory boards need to think holistically about non-executive director recruit-ing rather than in terms of one-off appointments. Planning for vacancies should start at least 12 months in advance of a supervisory board seat coming free. Ideally, supervisory boards look much further out and consider the implications of multiple departures over a 2–5 year period. The process begins with the super-visory board reviewing and confirming the desired expertise and qualifications for new non-executive directors. The annual board evaluation provides a natural platform from which to identify the areas of knowledge the supervisory board should possess in the coming years based on the company’s strategic direction and the competitive landscape.

Most supervisory boards choose to partner with a search firm to identify potential non-executive director candidates. Search firms know the career plans of many senior leaders and are in a good position to discreetly test executives’ interest in a new supervisory board role and his or her future availability. They can also look globally at new, younger candidate pools such as executives with, for example, digital experience.

Whether it is the supervisory board chairman or the search consultant who has the initial conversation, the key thing is to approach candidates well in advance to alert them to the supervisory board’s interest. This is particularly important in the case of CEOs who are often inundated with supervisory board invitations;

In the spotlight

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they may have a set of restrictions and preferences for outside supervisory board service, as well as retirement plans, which either disqualify them or make their candidacy particularly attractive. The earlier these things are on the table, the better.

Planning for diversityOne important category in the matrix is diversity. Supervisory boards recognise that having diverse perspectives on the board expands their options and helps provide richer advice to management. This may come in the form of diversity in age, gender, race, ethnicity and geographic knowledge.

The ideal supervisory board mix will vary depending on the needs of the company and could include non-executive directors with significant listed company (su-pervisory) board experience, non-executives with specific sector and geographic expertise, and non-executives with international business experience.

Some supervisory boards find that their diversity is enhanced as a by-product of hiring new types of non-executive directors, especially younger, active executives who can bolster the supervisory board’s knowledge of areas such as digital, social media and mobile payments, or operating effectively in growth markets. The latter, plus the introduction of a law that restricts the number of board seats per person, as well as a guideline to reach 30 per cent female representation in 2016, has resulted in a growing number of first-time non-executive directors who have been appointed to AEX and AMX companies in 2013 and 2014.

ConclusionForward-looking supervisory boards prioritise the task of planning for non-executive director succession. They continually review the supervisory board’s skill sets in light of the company’s strategy and actively pursue the necessary capabilities and experience. They use the annual board evaluation as a natural platform to review the composition of the whole supervisory board and identify the expertise that it will need in the future. The best supervisory boards are also made up of non-executives who are willing to make way for new non-executive directors when fresh skills and experiences more closely aligned to the strategic goals of the company are called for.

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The Netherlands Board Index is a census of 50 of the largest companies listed on the Dutch segment of the NYSE EuroNext and includes those companies which are part of the AEX and AMX indices. Information on the composition and structure of boards, committees, board tenure and directorships reflects in most instances the situation as of August 1, 2014. Information on board and committee meetings and remuneration reflects the situation as of December 31, 2013.

Measured as of December 31, 2013: > Board Meetings > Board Committee Meetings > Board Remuneration

Measured as of August 1, 2014: > 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 2013 annual reports that have been published in 2014, minutes and agendas of (extra-ordinary) meetings of shareholders and Internet investor relations pages (last visited on August 1, 2014). Detailed information on the top 50 boards in the Netherlands is available in the appendices.

Composition of the Board IndexThe composition of the Board Index is determined by the composition of the AEX and AMX indices of the NYSE EuroNext as of August 1, 2014.

About the Netherlands Board Index

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The number of directors This year’s Board Index has examined a total of 473 board positions on the boards of 50 AEX and AMX companies as of August 1, 2014. A total of 302 non-executive directors occupy 327 positions on boards of these companies (a director can have more than one position). This is an average of one board position per director. Executive directors occupy the other 146 positions.

The Board Index found that 13.5% (64) of the 473 board positions are occupied by non-executive or executive directors who were appointed to the board in the 12 months prior to August 1, 2014. A total of 23.4% (15) of the new board members are female. Of the 64 new directors, 48.4% do not have Dutch nationality.

Most non-executive board positions examined by the Board Index (247 positions) continue to be on the 41 two-tier boards included in this year’s Board Index. The remaining 80 non-executive board positions (24.5%) are occupied by directors on the nine one-tier boards included in the Board Index.

The balance of boards

All board positions

AEX-listed companies

AMX-listed companies

One-tier boards

Two-tier boards 132

66

80

Board composition

146 473

272

201

14 94

379

327

192

135

80

247

Executive directorsNon-executive directors

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Board sizeThis year’s Board Index confirms the trend that the number of executive directors on boards of AEX companies continues to decrease. AEX companies have on average 3.2 executive directors on their management boards in 2014 compared with an average of 4.6 positions in 2006; a 30.4% reduction. One reason for this phenomenon may be the prevalence of one-tier boards among AEX companies. Despite that one-tier boards are on average larger than the combined number of directors on the supervisory and executive boards, they tend to have fewer execu-tive directors. One-tier boards have on average 1.6 executive directors compared with 3.2 executive directors on managing boards. One-tier boards have on average 8.8 non-executive directors compared with six supervisory board members on two-tier boards. In general, however, it can be said that more Dutch companies with a two-tier governance system are moving to smaller executive boards consist-ing of a CEO and CFO only. In addition, they usually have an executive commit-tee (non-statutory) consisting of the CEO, the CFO and a number of divisional and/or regional senior executives and corporate staff directors.

The size of boards of AMX companies, which have fewer one-tier boards, has been relatively stable since 2006.

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

average proportion of women directors on boards around the world

aex-listed companiesoverall amx-listed companies

2006

4.6

8

12.6

2008

3.9

8.2

12.1

2010

3.6

7.9

11.5

2012 2014

3.2 3.2

8.2 7.7

11.4 10.9

2006

3.2

5.3

8.5

2008

3.1

5

8.1

2010

2.8

5.6

8.4

2012 2014

2.9 2.6

5.3 5.4

8.2 8.0

2014

2.9

6.6

9.5

Executive directorsNon-executive directors

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The age of directorsExecutive directors of the top 50 companies, regardless of their gender, are on average nine years younger than non-executive directors. The average age of an executive director is 53.2 years. The average age of a non-executive director is 63 compared with 62.2 years old in 2012. Senior independent directors on one-tier boards are on average 65.8 years old.

Age and gender of directorsThe age difference between male and female non-executive directors has de-creased from nearly nine years in 2012 to 6.7 years in 2014. Female non-executive directors are on average 57.2 years old compared with the average age of 63.9 years of male non-executive directors. With the election of more female non-executive directors and the increasing years of service of female non-executive directors, it can be expected that age differences among non-executive directors will be less in the near future. Female executive directors are 4.5 years younger than male executive directors.

Male non-executive

directors

Female non-executive

directors

Male executive directors

Female executive directors

In AEX-listed companies 64.4 58 54.2 50.2

In AMX-listed companies 63.3 55.6 52.6 47.8

In all companies 63.9 57.2 53.5 49

More foreign directors on boardsThe Board Index found 12 companies with no foreign directors on their super-visory boards. This is 29.3% of all companies with a two-tier board. All one-tier boards have foreign directors on their boards.

Nine two-tier boards (22%), mostly at AMX companies, have only Dutch direc-tors. They neither have foreign directors on their supervisory board nor foreign executive directors on their management board. They are 100% Dutch.

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The Board Index nevertheless observes an increase in the number of foreign directors, whether they are executive or non-executive. More than one-third (42.1%) of all positions on the boards of the top 50 companies are occupied by foreign directors in 2014 (compared with 38.1% in 2012). These findings support the trend that boards in the Netherlands continue to be more international in scope and character.

Statistical focus: Foreign directorsThe Board Index found 27 nationalities, with most foreign directors in order of popularity coming from the United States, France, United Kingdom, Germany, Belgium and Canada.

Air France–KLM, Aperam, ArcelorMittal, Arseus, Gemalto, OCI, Reed Elsevier, Royal Dutch Shell, Unibail-Rodamco and Unilever are considered “bi-national” companies. Some of these “bi-national’ companies merely have a listing in the Netherlands but hardly any or no operational activities in the country. For the purposes of the Board Index, all non-Dutch directors at these companies are treated as foreign directors. The Board Index found eight directors with multiple nationalities.

Foreign directors (executive and non-executive positions combined) occupy a majority of board seats on AEX boards for the first time in the history of the Netherlands Board Index. More than half (51.5%) of all director positions on AEX boards are foreign.

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Nationality Total Executive directors Non-executive directors

Australia 1 0.2% 1 0.7% 0 %

Austria 3 0.6% 2 1.4% 1 0.3%

Belgium 18 3.8% 5 3.4% 13 4.0%

Canada 6 1.3% 2 1.4% 4 1.2%

Canada + United States 1 0.2% 0 0% 1 0.3%

China 2 0.4% 0 0% 2 0.6%

Columbia 1 0.2% 0 0% 1 0.3%

Denmark 1 0.2% 0 0% 1 0.3%

Ethiopia 1 0.2% 1 0.7% 0 0%

Finland 2 0.4% 0 0% 2 0.6%

France 34 7.2% 11 7.5% 23 7.0%

France + United States 1 0.2% 0 0% 1 0.3%

Germany 21 4.4% 10 6.8% 11 3.4%

Germany + United States 1 0.2% 0 0% 1 0.3%

Greece 1 0.2% 0 0% 1 0.3%

India 5 1.1% 1 0.7% 4 1.2%

Ireland 1 0.2% 1 0.7% 0 0%

Italy 1 0.2% 0 0% 1 0.3%

Italy + United States 1 0.2% 0 0% 1 0.3%

Luxembourg 3 0.6% 0 0% 3 0.9%

Mexico 4 0.8% 0 0% 4 1.2%

Netherlands 272 57.5% 93 63.7% 179 54.7%

Netherlands + United States 2 0.4% 2 1.4% 0 0%

Norway 1 0.2% 1 0.7% 0 0%

Pakistan 2 0.4% 1 0.7% 1 0.3%

Singapore 2 0.4% 0 0% 2 0.6%

South Africa 1 0.2% 0 0% 1 0.3%

Spain 3 0.6% 0 0% 3 0.9%

Sweden 5 1.1% 1 0.7% 4 1.2%

Sweden + United Kingdom + France 1 0.2% 1 0.7% 0 0%

Switzerland 2 0.4% 0 0% 2 0.6%

United Kingdom 31 6.6% 8 5.5% 23 7.0%

United Kingdom + United States 1 0.2% 0 0% 1 0.3%

United States 41 8.7% 4 2.7% 37 11.3%

Total: 473 100% 146 100% 327 100%

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Foreign non-executive directorsOn average, AEX companies continue to have significantly more foreign non-executive directors on their boards (4.2) than AMX companies (1.7), although AMX boards are starting to catch up. The percentage of foreign non-executive directors on AEX boards is 55.2% compared with 51.5% in 2012. The percentage of non-executive directors on AMX boards saw a significant increase from 22.7% in 2012 to 31.1% in 2014.

Foreign executive directorsAEX 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 42.5% compared with 25.8% for AMX boards (34.9% for all 50 boards combined).

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Women continue to gain ground on boardsWomen continue to gain ground on boards, but most companies do not yet pass the 30% gender test.

The number of female directors on boards of the top 50 companies continues to increase with the greatest growth in the number of female directors on boards of AMX companies. Women occupy 16.9% of all 473 board positions (executive and non-executive positions combined) in the Board Index compared with 14.3% in 2012 and 10.6% in 2010.

The 30% gender testDespite the increase in the number of female directors, a majority of companies has yet to pass the 30% gender test. Introduced by the Dutch Act on Manage-ment and Supervision (‘Wet Bestuur en Toezicht’), a balanced representation of both genders exists if at least 30% of the board seats are filled by either male or female directors. Although the 30% rule is not obligatory by law, corporations are required to explain in their annual report why the board does not pass the gender test.

Women on boards

Women on boards — as a percentage of all directors

women on the boards of aex-listed companies

women on the boards of amx-listed companies

2012 2014

17.9%19.5%

2010

13.2%

2008

11.6%

2006

8.6%

2006

2.8%

2008

3.9%

2010

7.1%

2012 2014

9.2%

13.4%

24

The Board Index found one two-tier board with at least 30% female executive directors on the managing boards and at least 30% female non-executive direc-tors on the supervisory board. Three companies have a minimum of 30% of female directors on their one-tier boards regardless of their position (executive or non-executive) as of August 1, 2014.

This suggests that 92% of the companies are not in compliance yet with the 30% gender requirement as of August 1, 2014. The Board Index found nine companies with at least 30% female non-executive directors on their boards compared with four companies that have at least 30% female executive directors.

The Board Index could not find any female directors on the boards of 15 compa-nies as of August 1, 2015.

Female non-executive directorsWomen occupy 21.4% of all non-executive board positions on boards of the top 50 companies compared with 5% in 1996 and 18% in 2012. If calculated for AEX companies only, women occupy 25% of all non-executive board positions (21.4% in 2012) compared with 16.3% at AMX boards (12.9% in 2012). This suggests that companies will have to recruit a significant number of female non-executive directors to pass the 30% test in the near future.

Female executive directorsWomen hold 6.8% of all executive board positions on boards of the top 50 companies in the Board Index compared with 4.3% in 2010 and 5.9% in 2012. If calculated for AEX companies only, women occupy 6.3% of all executive board positions (7.7% in 2010 and 8.9% in 2012).

25

While no female executive directors were found on boards of AMX companies in 2010, this year’s Board Index identifies five female executive directors on boards of AMX companies (7.6%). Despite this growth, a significant number of female executive directors will need to be elected if AMX companies’ boards are to pass the 30% gender test.

New female director recruitsA preliminary estimate suggests that 62 executive and non-executive board posi-tions will need to be filled by female directors if 30% of the 473 board positions in the Board Index are to be occupied by female directors.

Positions currently held by directors

Position Directors Female PercentageNumber of female positions as

30% of total positionsNew positions to be filled

by female directors

Executive 146 10 6.8% 44 +34

Non-Executive 327 70 21.4% 98 +28

Total 473 80 16.9% 142 +62

26

The number of independent directors is stableThe Board Index did not find significant changes in the number of independ-ent directors on the boards of the top 50 companies. A minority of 33 directors (10.2)% of the non-executive director positions are designated to be non-inde-pendent in companies’ annual reports. This compares with 9.8% in 2012.

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 identified as a “senior independent director”. The Board Index found six companies (all with a one-tier board) with one senior independent board member. The Board Index found one company with a one-tier board where the non-executive chairman of the board is the CEO and executive chairman of another company in the Board Index. This company also has a one-tier board.

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 of two non-executive directors (0.6%) is unknown.

Independence and directorships

27

Fewer board memberships per directorThe Board Index finds a decrease in the number of board memberships of directors, a trend that continues to emerge over the years. Most non-executive directors (270 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.

Positions held by a non-executive

Number of individual non-executive directors

Number of non-executive positions

1 non-executive position 270 91.5% 270 82.6%

2 non-executive positions 20 6.8% 40 12.2%



Total 295 100% 327 100 %

Note: 295 non-executive directors hold 327 non-executive directorships or 1.1 per director in 2014 (1.2 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.

28

Average tenure of directors is stableDirectors’ tenure appears to have been stable since 2010. 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 4.5 years on the board (as of August 1, 2014).

Executive directors’ tenureThe average CEO has served 4.8 years as of August 1, 2014. CEOs of AEX compa-nies serve an average of 3.8 years compared with an average of 5.9 years of CEOs on AMX companies.

Statistical focus: Board tenure

Tenure Total positions CEOs Non-executive

chairmen Executive chairmen

Non-executive directors

Executive directors

<1 72 4 4 - 43 21

1 69 6 6 - 37 20

2 50 6 4 1 28 11

3 67 5 11 - 41 10

4 33 2 5 - 17 9

5 38 2 4 2 25 5

6 25 3 2 - 16 4

7 20 1 2 - 14 3

8 26 2 3 1 16 4

9 15 - 1 - 12 2

10 13 1 1 - 10 1

11 7 - - - 4 3

12 - - - - - -

12+ 15 4 1 2 4 4

Unknown 23 3 3 1 13 3

Total: 473 39 47 7 280 100

Average 2014 4.3 4.8 4.3 8.3 4.2 3.1

Average 2012 4.1 5.2 3.8 4.8 4.2 3.6

Difference +0.2 -0.4 +0.5 +3.5* - -0.5

Note: The table indicates that most directors (291) are serving their first term of four years in office. A total of 72 directors are in their first year of office. Few directors (15) serve more than 12 years on a board of companies included in the Board Index.

*Two executive chairmen have a tenure of more than 12 years, skewing the averages given the small number of observations (7 positions).

Board tenure

29

Tenure by the numbers

Total 2010 2012 2014Non-executive chairman 4.2 3.8 4.3

Non-executive director 4 4.2 4.2

CEO 5.8 5.2 4.8

Executive chairman 4.3 4.8 8.3

Executive director 3.5 3.6 3.1

AEX 2010 2012 2014Non-executive chairman 3.2 3.5 3.8

Non-executive director 4.3 4.2 4.5

CEO 5.1 4.5 3.8

Executive chairman 2.8 3.8 10.8

Executive director 3.6 3.5 3.6

AMX 2010 2012 2014Non-executive chairman 5.2 4 4.8

Non-executive director 3.5 4.3 3.9

CEO 6.8 5.9 5.9

Executive chairman 5.8 5.6 7

Executive director 3.3 3.7 2.3 Note: The tenure is unknown for 3 non-executive chairmen and 13 non-executive directors. The tenure is also unknown for 3 CEOs, 1 executive chairman and 3 executive directors.

30

The Board Index found nine companies that are governed by a one-tier board in the top 50 companies. Although the number of boards with a one-tier structure has been relatively stable over the years, the number of companies that have adopted such a structure also continues to be relatively small. The process of changing the governance structure of the board is a complex and time consum-ing matter that takes considerable planning and adjustments.

Reed Elsevier NV is listed on the NYSE EuroNext as part of the AEX Index and adopted a unitary board structure in May 2013. In light of new legislation, it can be expected that more boards will consider a one-tier board structure.

As of August 1, 2014, the Board Index found one-tier boards at the following nine companies, equal to 18% of the total population:

AEX companies > Arcelor Mittal > Gemalto > OCI > Reed Elsevier > Royal Dutch Shell > Unilever

AMX companies > Air France–KLM > Aperam > Arseus

One one-tier board combines the positions of CEO and chairman. 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 41 companies (82%) using this governance model.

Board structure

2014201220102006 20082005

6

3

5

1

4

1

3

3

4

1

4

4

Number of companies with a one-tier board

AMX

AEX

31

Non-executive directors on supervisory boards meet frequentlyNon-executive directors on two-tier boards continue to meet more frequently than directors on one-tier boards. While supervisory boards meet on average ten times annually, one-tier boards meet slightly less than eight times each year. These numbers are excluding additional board committee meetings directors may attend.

Three companies met 20 times or more in 2013, with one company’s supervisory board meeting up to 34 times. When corrected for these anomalies, the average number of supervisory board meetings was 8.8 times in 2013, suggesting a decline in the number of board meetings of two-tier boards compared with 2011 (10.5 meetings annually).

All AEX AMX

One-tier boards: average number of meetings per year 7.4 7.2 8

Two-tier boards: average number of meetings per year 10 9.4 10.6

Supervisory board meetings with management board 7.6 6.9 8.2

Supervisory board meetings without management board 2.4 2.5 2.4

Board committees The Board Index has observed few changes in the usage of board committees over the last two years. Once established, committees are rarely abolished and few new committees are established. As such, board committees are a stable element of the governance structure of listed corporations in the Netherlands.

Boards of the top 50 companies have established a total of 149 board committees compared with 146 committees in 2012. AEX boards work with more committees than AMX boards.

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. Two AMX boards do not have separate board committees as the board as a whole performs the functions of the committees.

Board meetings

32

Total number of committees

Number of companies with N committees

0 1 2 3 4 5

AEX boards 85 - - 3 11 9 2

AMX boards 64 2 1 8 9 5 -

Total 2014 149 2 1 11 20 14 2

Total 2012 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 com-panies have these functions combined in one committee. 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 as of August 1, 2014 (also 3.4 in 2012) compared with 2.6 committees at AMX companies (2.4 in 2012).

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

Limited growth of risk committeesAlthough the Board Index reported in 2012 an emerging trend with more compa-nies establishing specialised risk committees at the non-executive board level, the Board Index does not observe a further rise in the number of risk committees. While two companies (4%) had established a non-executive risk committee in 2008, 12% of all boards in the Netherlands Board Index (6 companies) currently have a risk committee compared with 14% in 2012.

33

Statistical focus: CommitteesCommittees Committees Average Meetings

With audit responsibility 47

With remuneration responsibility 47

With nomination responsibility 46

With risk management responsibility 6

Americas Committee 1 2

Audit Committee 46 5

Audit & Risk Committee 1 5

Chairman's and Nominations Committee 1 3

Corporate Governance Committee 2 3.5

Corporate Governance, Nomination & Remuneration Committee 3 5

Corporate Governance, Nomination & Selection Committee 1 2

Innovation and Sustainability Committee 1 3

Finance Committee 1 4

Nomination Committee 25 3.8

Nomination & Corporate Governance Committee 2 3

Nomination & Governance Committee 2 2

Past Events Committee 1 2

Preparatory Committee 1 6

Product Committee 1 3

Public Affairs Committee 1 5

Real Estate Committee 1 -

Remuneration Committee 29 4.1

Remuneration & HR Committee 1 -

Remuneration & Management Resources Committee 1 6

Remuneration & Nomination (Selection) Committee 12 3.9

Remuneration & (Organisation) Development Committee 1 5

Risk Committee 5 4.8

Social Responsibility Committee 3 3.3

Strategy Committee 2 2.5

Strategy and M&E Committee 1 4

Sustainability, Performance and Strategy Committee 1 5

Technical Committee 1 5

Technology Committee 1 4

Note: The Board Index found 29 different types of committees.

34

Board committee meetingsSeparate audit committees met an average of five times in 2013 which is nearly the same (4.7) in 2011. The average remuneration committee met 4.1 times in 2013 (4.2 times in 2011). Nomination committees met on average 3.8 times in 2013 (3.1 in 2011). Separate risk committees met on average 4.8 times in 2013 (4.5 times in 2011).

One-tier boards average more board committeesOne-tier boards have an average of 3.3 committees compared with 3.7 committees in 2012. Two-tier boards average 2.9 committees (2.8 in 2012).

Number of companies

Total number of committees

Average number of

committees

Minimum number of

committees

Maximum number of

committees

Total one-tier boards 9 30 3.3 2 4

Total two-tier boards 41 119 2.9 0 5

Total 50 149 3 0 5

The audit committeeAll AEX and 22 AMX companies have an audit committee as of August 1, 2014 (or a committee that combines the audit committee function with another board committee). Audit committees of AEX companies met an average of 5.4 times annually in 2013 (5 times in 2011) compared with 4.4 meetings for audit commit-tees of AMX companies in 2013 (4.5 times in 2011).

Financial expertise on audit committeesThe Board Index found that 17 companies (or 36.2% of companies with an audit committee) have disclosed that the audit committee has at least one non-execu-tive financial expert as its member in 2014.

The number of financial experts on audit committees may be greater than reported in the Board Index since not all companies may disclose information of this nature in annual reports and on their investor relations pages on the Internet.

Committees

35

Committee meetings The Board Index could not identify any significant changes in the number of board committee meetings of AEX boards since 2005, but notes a significant increase in the number of nomination committee meetings of AMX boards from 2.1 times in 2011 to 3.8 times in 2013; an increase of 81%. Other than audit com-mittees, nomination and remuneration committees of AEX companies no longer necessarily meet more frequently than similar committees at AMX companies’ boards.

Total 2005 2007 2009 2011 2013

AEX audit committees 5.4 5.6 4.9 5 5.4

AMX audit committees 3.7 4.7 4.3 4.5 4.4

AEX remuneration committees 4.7 4.2 4.7 4.7 4.1

AMX remuneration committees 3.6 3.2 4.1 3.6 4.2

AEX nomination committees 3.6 3.5 3.3 4 3.8

AMX nomination committees 1.9 1.8 1.8 2.1 3.8

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

The remuneration committeeTwenty-five AEX and 22 AMX companies have a remuneration committee as of August 1, 2014 (or a committee that combines the remuneration committee function with another board committee). Separate remuneration committees of AEX companies met an average of 4.1 times annually in 2013 (4.7 times in 2011) compared with 4.2 meetings of remuneration committees of AMX companies in 2013 (3.6 times in 2011).

The nomination committeeTwenty-five AEX and 21 AMX companies had a nomination committee as of August 1, 2014 (or a committee that combines the nomination committee func-tion with another board committee). Separate nomination committees of AEX companies met an average of 3.8 times annually in 2013 (4 times in 2011) com-pared with 3.8 meetings of nomination committees of AMX companies in 2013 (2.1 times in 2011). This is an 81% increase in the average number of nomination committee meetings of AMX boards.

36

The remuneration of non-executive chairmen and non-executive directorsNon-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 €77,000 in cash remuneration in 2013 (€61,000 in 2009). This is an increase of 26.2% over the last five years or some 5% annually since 2009. Non-executive directors on AEX boards receive nearly double (€93,000) the cash remuneration of non-executive directors on AMX boards in 2013 (€49,000).

The average cash remuneration was €233,000 for non-executive chairmen of AEX boards in 2013, more than four times the remuneration of chairmen at AMX boards. Although non-executive chairmen at AMX boards have seen a decrease in their cash remuneration since 2011, there has been an increase in cash remunera-tion of 32.5% over the last five years (or around 6% annually).

Note: The information is based on the cash remuneration of 38 non-executive chairmen and 184 non-executive directors.

Remuneration

‘09

61

‘09

105

‘09

71

‘09

151

‘09

40

‘09

40

‘11

72

‘11

132

‘11

90

‘11

209

‘11

45

‘11

70

‘13

77

‘13

138

‘13

93

‘13

233

‘13

49

‘13

53

all all aex aexamx amx

non-executive director remuneration

non-executive chairmenremuneration

Remuneration of non-executive directors and non-executive chairmen

37

The remuneration of executive directors, ceos and executive chairmenExecutive directors (those who are not a CEO, chairman or deputy chairman of the board) of all companies included in the Board Index received an average of €774,000 in cash remuneration in 2013 (€691,000 in 2009). This is an increase of 12% over the last five years or some 2.4% annually since 2009.

This increase can be attributed to the cash remuneration of executive directors on boards of AEX companies as executive directors on AMX boards saw hardly any increase in cash remuneration in 2013 compared with 2009.

While some companies call their executive board leader the CEO, others use the term “chairman of the executive/management board”. The Board Index has measured the remuneration for both of these positions separately. Across the boards, CEOs have received less cash remuneration since 2011, but have received an increase of 8.6% over the last five years.

CEOs of AEX companies received an average of €1,785,000 in cash remuneration in 2013 (€1,460,000 in 2009) while CEOs of AMX companies received an aver-age of €782,000 in cash remuneration in 2013 (€802,000 in 2009), a decrease of 2.5% over the last five years.

‘09

691

‘09

1181

‘09

785

‘09

1460

‘09

533

‘09

802

‘11

726

‘11

1330

‘11

879

‘11

1892

‘11

569

‘11

843

‘13

774

‘13

1283

‘13

938

‘13

1785

‘13

536

‘13

782

all all aex aexamx amx

executive director remuneration

chief executive officerremuneration

Remuneration of executive directors and chief executive officers

38

Executive chairmen of AEX companies received an average of €1,308,00 in cash remuneration in 2013 (nearly double the average cash remuneration of €771,000 in 2009). Executive chairmen of AMX companies received an average of €645,000 in cash remuneration in 2013 (€796,000 in 2009), a decrease of 19% over the last five years.

The cash remuneration of executive directors as reported in the Board Index does not include the “crisis levy” (“crisis tax”) that was originally introduced as a one-time measure in 2013, but extended to 2014. Corporations pay a 16% levy over the amount exceeding €150,000 paid in salary and bonuses to an employee.

Note: The information is based on the cash remuneration of 30 CEOs, 7 executive chairmen and 61 executive directors.

‘09

785

‘09

771

‘09

796

‘11

1079

‘11

1431

‘11

868

‘13

835

‘13

1308

‘13

645

all aex amx

executive chairmen remuneration

Remuneration of executive chairmen

39

Board LeadershipWhile 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.

DirectorsThe term “directors” is used in the Board Index for the group of statutory execu-tive 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 DirectorsThe 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. As such, managers and executives in the management committee of one-tier boards have not been included in the Board Index as executive directors.

Non-Executive DirectorsThe 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.

IndependenceThe 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. A board member is often defined as being independent based on best practice provision III.2.2 of the Dutch Corporate Governance Code.

CommitteesThe 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.

Definitions

40

Board Committee CompositionThe Board Index analyses 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, 2013 until December 31, 2013. The remuneration of directors who retired or who were appointed/elected in 2013 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. Directorships 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 director-ships 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.

In case of differences between information derived from annual reports and companies’ official websites, information from the websites prevails.

41

In this edition of the Netherlands Board Index we provide two sets of tables. In addition to the detailed company data for the AEX and AMX companies (begin-ning on page 44), we are publishing a chart comparing aggregated data from 16 countries (pages 42–43).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2014.

International comparison

Constituent companies of Spencer Stuart EMEA & US Board Indexes

BELGIUM BeL20 + BelMid

FRANCE CAC40

GERMANY DAX30, Mdax, Sdax, Tecdax

ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS AEX and AMX

NORDICS

Denmark OMX Copenhagen

Finland OMX Helsinki

Norway Oslo Stock Exchange

Sweden OMX Stockholm

RUSSIA Top 50 companies from Expert 400

SOUTH AFRICA JSE Top 40 + top companies by market cap + select SOEs

SPAIN IBEX-35 + top companies by market cap

SWITZERLAND SMI

TURKEY BIST 30

UK FTSE 150

USA S&P 500 comprising NYSE and NASDAQ-listed companies

42

1 Or lead director or equivalent

finland2 400–2.000 EUR/meetingfrance3 While there is no formal tenure limit in France, directors lose their independence after 12 years on the board

germany4 According to goals expressed in compli-ance statement 5 Shareholder representatives only 6 Chairmen only

netherlands 7 Based on boards meeting less than 20 times annually. One-tier boards meet on

average 7.4 times. Two-tier boards meet on average 8.8 times.8 This relates to one-tier boards only as a combined CEO and chairman is not permis-sible on two-tier boards.9 67% of all one-tier boards in the Nether-lands Board Index have a Senior Director or Vice Chairman.

International comparison tableBELGIUM FRANCE GERMANY ITALY N’LANDS

NORDICSRUSSIA

SOUTH AFRICA SPAIN SW’LAND TURKEY UK USADenmark Finland Norway Sweden

GEN

ERAL

INFO

RMAT

ION

Size of sample 56 40 66 100 50 25 25 25 50 41 72 92 20 30 150 495

Supervisory board/unitary board of directors 07/49 5/35 66/0 4/96 41/9 17/8 20/5 4/21 5/45 0/41 1/71 0/92 12/08 0/30 0/150 0/495

Average number of board meetings per year - 8.3 6.1 10.5 8.57 9.5 12.1 10.6 10.1 22.3 6.2 10.4 8.3 17.5 7.6 8.1

Percentage of companies who conducted an external board evaluation - 35% 15% 27% 20% - - - - 5% 47% 88% 0% - 40% 98%

Combined chairman and CEO 5% 68% 0 22% 4%8 0% 0% 4% 2% 0% 1% 65% 5% 7% 0% 53%

Percentage of boards with senior independent director (SID)1 N/A 70% N/A 44% 12%9 N/A N/A N/A N/A 9.8% 52.8% 21% 15% N/A 100% 90%

BOAR

D

Average board size (total) 10.2 14 14 12.2 9.5 9.8 8 8.3 9.9 10.6 12.3 11.4 10.6 9.6 10.5 10.8

Average board size (excluding employee representatives) 10.2 12.8 7.6 12.2 9.5 6.7 7.8 6.1 8.2 10.6 12.3 11.4 10.5 9.6 10.5 10.8

Average number of independent board members 4.2 8.6 - 6.2 5.8 4.8 6.4 4.8 5.3 2.6 7 4.3 9 3.2 6.3 9.1

Percentage of independent board members 41% 62% 43%4 50% 62% 49% 80% 59% 53% 39% 57% 38% 85% 34% 60% 84%

AGE

Average age: all directors - 60 56.7 59.2 59.6 55.6 57.5 56.3 57.4 52.5 55.7 59.5 60.8 - 57.5 -

Average age: non-executive directors 58.5 61 615 59.4 63 55.6 57.5 56.3 57.8 53.2 57.2 - 60.6 - 59.3 63.1

Average age: executive directors 55.5 59 N/A 58.5 53.2 50 57 50 54.7 49.3 51.6 - 56.8 - 52.4 -

FORE

IGN

Percentage of foreign board members (all) 29% 31% - 7% 43% 25% 26% 15% 18% 24% 26% 11% 59% 15% 33% 8%16

Percentage of foreign non-executive directors - 28% 24% 8% 45% 25% 13% 15% 18% 29% 26% 89% 55% 15% 26% -

Percentage of foreign executive directors - 1% N/A 5% 36% 0% 0% 0% 1% 1% 29% 11% 73% 0 7% -

Average number of nationalities represented on the board 2.6 5 2.3 1.7 3.4 3 2.6 2.2 2.6 3 2.6 N/A 5.5 1.7 3.2 -

GEN

DER

Percentage of female board directors (all) 17.9% 31% - 17.3% 16.9% 23.8% 29.6% 39.6% 30.2% 8% 20.8% 13% 15.6% 8.7% 20.6% 18.6%

Percentage of female non-executive directors - 32.6% 23.8% 20.1% 21.4% 11.9% 26.6% 28% 21.5% 7.8% 25% 15% 16.5% - 29.6% -

Percentage of female executive directors - 3.8% N/A 6% 6.8% 0% 0% 0% 0.3% 9% 6.4% 4% 0% - 6.6% -

Percentage of companies with at least one woman on the board 82.2% 100% 94% 87% 70% 96% 100% 100% 100% 39% 94.4% 68% 85% 56.7% 97.3% 95.2%

NEW

MEM

-BE

RS

Percentage of new board members 13.3% 7% 7.4% 17% 13.5% 17.6% 16.1% 10.1% 8.7% 29.8% 6.8% 8.9% 8.5% - 14.3% 7%

Percentage of women among new board members 35% 41% 38.2% 39% 23.4% 25.6% 21.9% 38.1% 53.5% 10% 18.3% 17% 38.9% - 38.7% 30%

Percentage of non-nationals among new board members - 36.1% 11.8% 7.2% 48.4% - - - - 23.1% 30% 18% 61.1% - 49.1% -

OTH

ER

BOAR

DS

Average number of boards per director (total) - 1.5 3.26 3.9 1.110 1.6 1.9 1.6 2.5 1.6 2.1 1.1 2.4 - 2 2.1

Average number of foreign boards per director - 0.7 - - - - - - - 0.4 0.5 - 1.1 - 0.6 -

Percentage of executive directors with an outside board - 86% N/A 18% 0.6%10 0% 6.3% 0% 5.7% 20.5% 24.8% 12.9% 27.3% - 27% -

LIM

ITS

Percentage of boards with tenure limits N/A N/A N/A N/A 100% N/A N/A N/A N/A 2.4% 28.6% 25% 30% N/A N/A 3%

Average length of tenure limits N/A 123 N/A N/A 12 N/A N/A N/A N/A 3 9 11.6 12.2 N/A 915 15.6

Percentage of companies with a mandatory retirement age N/A 3% 75% 5% - 80% 4% 8% 4% 0% 46.2% 28% 55% N/A N/A 73%

Average mandatory retirement age N/A 69 75 73.3 7111 70.3 70 70 72.5 0 70 71 70.2 N/A N/A 73

REM

UN

ERAT

ION Average retainer for non-executive directors - €27,281 €55,000 €39,900 €77,00012 €46,971 €49,600 €35,720 €51,718 €84,96413 €32,806 €64,661 €169,167 €40,58314 74,937 € (£61,920) €78,075

Average fee for audit committee membership - €12,394 €18,000 €54,800 €9,100 €20,029 €21,3332 €10,305 €12,824 €16,211 €9,421 €74,937 €78,075 - 14,522 € (£12,000) €8,698

Average fee for remuneration committee membership - €11,800 N/A €36,000 €6,400 €14,493 See note 2 €5,423 N/A N/A €6,283 €23,058 €49,913 - 13,312 € (£11,000) €8,175

Average compensation for nomination committee membership - €11,500 - €30,300 €6,700 €15,625 €6,0002 €8,039 €8,602 N/A €4,228 €14,522 €8,698 - 8,471 € (£7,000) See note 17

EXCO

M

Average board size of ExCo 6.7 13 5 3 3.2 - - - - 11 10.6 1.5 9.7 - 10.4 -

Percentage of foreigners on the ExCo 25.6% 26% 22.5% 1.3% 33.3% - - - - 4.3% 28.6% 13.3% 59.2% - - -

Percentage of women on ExCo 10.9% 10% 7.3% 6.4% 7.6% - - - - 9.1% 20.3% 15.8% 4.3% - 15.7% -

Remuneration figures are stated in Euros. Figures for non-Euro currencies are based on conversion rates at 31 March 2014.

43

BELGIUM FRANCE GERMANY ITALY N’LANDSNORDICS

RUSSIASOUTH AFRICA SPAIN SW’LAND TURKEY UK USADenmark Finland Norway Sweden

GEN

ERAL

INFO

RMAT

ION

Size of sample 56 40 66 100 50 25 25 25 50 41 72 92 20 30 150 495

Supervisory board/unitary board of directors 07/49 5/35 66/0 4/96 41/9 17/8 20/5 4/21 5/45 0/41 1/71 0/92 12/08 0/30 0/150 0/495

Average number of board meetings per year - 8.3 6.1 10.5 8.57 9.5 12.1 10.6 10.1 22.3 6.2 10.4 8.3 17.5 7.6 8.1

Percentage of companies who conducted an external board evaluation - 35% 15% 27% 20% - - - - 5% 47% 88% 0% - 40% 98%

Combined chairman and CEO 5% 68% 0 22% 4%8 0% 0% 4% 2% 0% 1% 65% 5% 7% 0% 53%

Percentage of boards with senior independent director (SID)1 N/A 70% N/A 44% 12%9 N/A N/A N/A N/A 9.8% 52.8% 21% 15% N/A 100% 90%

BOAR

D

Average board size (total) 10.2 14 14 12.2 9.5 9.8 8 8.3 9.9 10.6 12.3 11.4 10.6 9.6 10.5 10.8

Average board size (excluding employee representatives) 10.2 12.8 7.6 12.2 9.5 6.7 7.8 6.1 8.2 10.6 12.3 11.4 10.5 9.6 10.5 10.8

Average number of independent board members 4.2 8.6 - 6.2 5.8 4.8 6.4 4.8 5.3 2.6 7 4.3 9 3.2 6.3 9.1

Percentage of independent board members 41% 62% 43%4 50% 62% 49% 80% 59% 53% 39% 57% 38% 85% 34% 60% 84%

AGE

Average age: all directors - 60 56.7 59.2 59.6 55.6 57.5 56.3 57.4 52.5 55.7 59.5 60.8 - 57.5 -

Average age: non-executive directors 58.5 61 615 59.4 63 55.6 57.5 56.3 57.8 53.2 57.2 - 60.6 - 59.3 63.1

Average age: executive directors 55.5 59 N/A 58.5 53.2 50 57 50 54.7 49.3 51.6 - 56.8 - 52.4 -

FORE

IGN

Percentage of foreign board members (all) 29% 31% - 7% 43% 25% 26% 15% 18% 24% 26% 11% 59% 15% 33% 8%16

Percentage of foreign non-executive directors - 28% 24% 8% 45% 25% 13% 15% 18% 29% 26% 89% 55% 15% 26% -

Percentage of foreign executive directors - 1% N/A 5% 36% 0% 0% 0% 1% 1% 29% 11% 73% 0 7% -

Average number of nationalities represented on the board 2.6 5 2.3 1.7 3.4 3 2.6 2.2 2.6 3 2.6 N/A 5.5 1.7 3.2 -

GEN

DER

Percentage of female board directors (all) 17.9% 31% - 17.3% 16.9% 23.8% 29.6% 39.6% 30.2% 8% 20.8% 13% 15.6% 8.7% 20.6% 18.6%

Percentage of female non-executive directors - 32.6% 23.8% 20.1% 21.4% 11.9% 26.6% 28% 21.5% 7.8% 25% 15% 16.5% - 29.6% -

Percentage of female executive directors - 3.8% N/A 6% 6.8% 0% 0% 0% 0.3% 9% 6.4% 4% 0% - 6.6% -

Percentage of companies with at least one woman on the board 82.2% 100% 94% 87% 70% 96% 100% 100% 100% 39% 94.4% 68% 85% 56.7% 97.3% 95.2%

NEW

MEM

-BE

RS

Percentage of new board members 13.3% 7% 7.4% 17% 13.5% 17.6% 16.1% 10.1% 8.7% 29.8% 6.8% 8.9% 8.5% - 14.3% 7%

Percentage of women among new board members 35% 41% 38.2% 39% 23.4% 25.6% 21.9% 38.1% 53.5% 10% 18.3% 17% 38.9% - 38.7% 30%

Percentage of non-nationals among new board members - 36.1% 11.8% 7.2% 48.4% - - - - 23.1% 30% 18% 61.1% - 49.1% -

OTH

ER

BOAR

DS

Average number of boards per director (total) - 1.5 3.26 3.9 1.110 1.6 1.9 1.6 2.5 1.6 2.1 1.1 2.4 - 2 2.1

Average number of foreign boards per director - 0.7 - - - - - - - 0.4 0.5 - 1.1 - 0.6 -

Percentage of executive directors with an outside board - 86% N/A 18% 0.6%10 0% 6.3% 0% 5.7% 20.5% 24.8% 12.9% 27.3% - 27% -

LIM

ITS

Percentage of boards with tenure limits N/A N/A N/A N/A 100% N/A N/A N/A N/A 2.4% 28.6% 25% 30% N/A N/A 3%

Average length of tenure limits N/A 123 N/A N/A 12 N/A N/A N/A N/A 3 9 11.6 12.2 N/A 915 15.6

Percentage of companies with a mandatory retirement age N/A 3% 75% 5% - 80% 4% 8% 4% 0% 46.2% 28% 55% N/A N/A 73%

Average mandatory retirement age N/A 69 75 73.3 7111 70.3 70 70 72.5 0 70 71 70.2 N/A N/A 73

REM

UN

ERAT

ION Average retainer for non-executive directors - €27,281 €55,000 €39,900 €77,00012 €46,971 €49,600 €35,720 €51,718 €84,96413 €32,806 €64,661 €169,167 €40,58314 74,937 € (£61,920) €78,075

Average fee for audit committee membership - €12,394 €18,000 €54,800 €9,100 €20,029 €21,3332 €10,305 €12,824 €16,211 €9,421 €74,937 €78,075 - 14,522 € (£12,000) €8,698

Average fee for remuneration committee membership - €11,800 N/A €36,000 €6,400 €14,493 See note 2 €5,423 N/A N/A €6,283 €23,058 €49,913 - 13,312 € (£11,000) €8,175

Average compensation for nomination committee membership - €11,500 - €30,300 €6,700 €15,625 €6,0002 €8,039 €8,602 N/A €4,228 €14,522 €8,698 - 8,471 € (£7,000) See note 17

EXCO

M

Average board size of ExCo 6.7 13 5 3 3.2 - - - - 11 10.6 1.5 9.7 - 10.4 -

Percentage of foreigners on the ExCo 25.6% 26% 22.5% 1.3% 33.3% - - - - 4.3% 28.6% 13.3% 59.2% - - -

Percentage of women on ExCo 10.9% 10% 7.3% 6.4% 7.6% - - - - 9.1% 20.3% 15.8% 4.3% - 15.7% -

10 Positions on boards of foreign and domestic listed and nonlisted companies not in the Netherlands Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than what is reported in the Board Index. Chair positions are not counted double.11 70–72 years. This relates to non-executive directors.12 Includes per-meeting fees or fees for committee membership. Based on 184 non-

executive directors who were on the board of a company included in the Board Index for the entire year of 2013. Excludes retainers for non-executive chairmen.

russia13 Data available for 10 of 41 companies.

turkey14 Average remuneration for independent directors only

uk15 While there is no formal tenure limit in the UK, directors lose their independence after 9 years on the board

usa16 Top 200 companies only17 $8.411 (average all committees)

44

Board composition Diversity Average age Tenure

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AALBERTS AMX Two Tier 6 1 6 3 3 3 0 0 0 1 1 0 2: D(1) NL(5) 49.9 65.3 6.1 5.5 100% 2.3 4.8

ACCELL GROUP AMX Two Tier 2: A(4) RNC(3) 8 7 3 4 4 0 0 0 0 0 0 1: NL(7) 54.6 61.1 13.1 3.6 100% 15.6 4.3

AEGON AEX Two Tier 4: A(7) N(6) Ri(6) Rm(6) 13 1 11 2 9 9 2 2 0 5 1 4 4: CDN(1) F(1) NL(6) USA(3) 50.1 65.4 3.8 4.9 91% 6.3 4.3 5.2

AHOLD AEX Two Tier 3: A(5) N(5) Rm(5) 9 2 11 4 7 7 2 2 0 5 2 3 3: GB(2) NL(6) USA(3) 52.1 65.0 3.1 4.5 100% 3.4 0.8

AIR FRANCE–KLM AMX One Tier 3: A(5) N(6) Rm(2) 12 14 2 12 5 5 5 0 10 1 9 2: F(10) NL(4) 60.6 62.5 1.1 3.9 100% 1.1 9.2

AKZO NOBEL AEX Two Tier 3: A(8) N(2) Rm(3) 7 3 10 2 8 8 2 2 0 6 1 5 6: D(1) FIN(1) GB(1) NL(4) S(1) USA(2) 52.1 65.6 4.3 5.3 100% 2.3 0.3

APERAM AMX One Tier 3: ARiC(5) CGRC(5) SPSC(5) 6 7 8* 7 3 1 2 2 0 7 0 7 5: E(1) F(1) GB(2) IND(2) L(1) 55.2 3.3 100% 3.7

ARCADIS AMX Two Tier 2: A(4) RNC(8) 10 4 11 5 6 6 2 1 1 7 3 4 4: D(1) GB(3) NL(4) USA(3) 51.8 63.6 2.1 5.9 82% 2.3

ARCELORMITTAL AEX One Tier 3: A(8) CGRC(7) Ri(5) 8 4 11 1 10 6 1 2 2 0 11 1 10 6: CDN(1) F(2) IND(2) L(2) S(1) USA(3) 64.6 61.2 2.8 45%

ARSEUS AMX One Tier 2: A(3) RNC(5) 6 2 9 2 7 3 0 0 0 6 1 5 2: B(6) NL(3) 51.6 57.9 8.6 5.3 100% 8.6 5.3

ASMI AMX Two Tier 2: A(5) RNC(6) 10 2 7 2 5 5 0 0 0 3 0 3 3: B(1) D(2) NL(4) 55.6 65.2 5.2 6.8 100% 6.4 1.3

ASML AEX Two Tier 4: A(8) N(5) Rm(5) TCH(4) 9 13 5 8 8 3 3 0 6 2 4 4: D(3) F(1) NL(7) USA(2) 53.8 61.8 2.5 5.1 100% 7.4 0.7

BAM GROEP AMX Two Tier 3: A(4) N(3) Rm(3) 7 4 10 4 6 6 2 1 1 2 1 1 3: B(1) GB(1) NL(8) 54.6 64.6 3.4 2.5 100% 2.8

BINCK AMX Two Tier 3: A(4) Ri(4) Rm(3) 6 3 3 3 0 0 0 1 1 0 2: B(1) NL(5) 47.3 67.6 4.0 6.8 67% 5.3 0.9

BOSKALIS WESTMINSTER AEX Two Tier 3: A(3) N(1) Rm(3) 7 2 10 4 6 5 0 0 0 0 0 0 1: NL(10) 57.8 62.8 6.6 4.9 100% 8.3 3.0

BRUNEL AMX Two Tier 1: A(3) 7 2 7 4 3 3 0 0 0 0 0 0 1: NL(7) 48.6 67.9 3.7 4.4 100% 13.9 3.3 7.3

CORBION (CSM) AMX Two Tier 3: A(10) N(14) Rm(14) 12 7 9 3 6 6 0 0 0 5 2 3 5: D(2) DK(1) GB(1) NL(4) NL-USA(1) 55.3 65.8 0.3 4.6 100% 0.3 3.3 1.3

CORIO AEX Two Tier 3: A(4) N(2) Rm(3) 12 3 8 3 5 4 0 0 0 2 1 1 3: F(1) NL(6) USA(1) 56.3 60.6 6.3 4.5 100% 6.3 2.3 6.5

DELTA LLOYD AEX Two Tier 4: A(5) N(4) Ri(5) Rm(3) 7 12 5 7 7 3 2 1 2 0 2 3: B(1) D-USA(1) NL(10) 52.6 60.4 6.5 3.4 100% 13.3 0.6

DSM AEX Two Tier 4: A(8) N(3) Rm(6) SR(2) 9 13 6 7 7 4 3 1 7 4 3 6: A(2) CH(1) D(1) NL(6) S-GB-F(1) USA(2) 50.9 66.4 4.4 5.6 100% 7.3 3.3

EUROCOMMERCIAL PROPERTIES AMX Two Tier 4 7 2 5 4 0 0 0 3 1 2 4: GB(1) I(1) NL(4) S(1) 61.1 65.8 6.4 71% 17.0

EXACT HOLDING AMX Two Tier 4: A(5) N(1) Pro(3) Rm(4) 8 1 8 4 4 4 0 0 0 1 1 0 2: D(1) NL(7) 50.8 49.8 1.8 2.6 100% 2.3 3.3

FUGRO AEX Two Tier 3: A(4) N(3) Rm(4) 12 5 10 4 6 6 0 0 0 5 2 36: AUS(1) CO(1) GB(1)

NL(5) USA(1) USA-CDN(1)

56.1 65.6 1.6 3.8 100% 1.3 2.3

GEMALTO AEX One Tier 4: A(6) NoGc(4) Rm(5) StrMe(4) 7 11 1 10 10 3 3 0 10 1 9 7: D(1) F(3) GB(1) NL(1) SGP(1) USA(3) USA-F(1) 56.6 63.0 5.8 82%

HEINEKEN AEX Two Tier 5: A(5) AmC(2) N(5) Pre(6) Rm(3) 6 2 12 2 10 6 2 2 0 6 1 5 5: B(2) GB(1) MEX(2)

NL(6) USA(1) 56.6 59.5 9.2 7.1 100% 8.8 1.3 1.2

Board composition

A Audit CommitteeAmC Americas CommitteeARiC Audit & Risk CommitteeCGC Corporate Governance CommitteeCGCRC Corporate Governance, Nomination &

Selection CommitteeCGRC Corporate Governance, Nomination &

Remuneration Committee

CNC Chairman’s and Nominations CommitteeF Finance CommitteeInoVS Innovation & Sustainability CommitteeN Nomination CommitteeNCG Nomination & Corporate Governance

CommitteeNFSSC Nutrition, Food Safety & Sustainability

Committee

NoGc Nomination & Governance CommitteePaC Public Affairs CommitteePaEC Past Events CommitteePre Preparatory CommitteePro Product CommitteeREC Real Estate CommitteeRemHR Remuneration & HR Committee

45


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AALBERTS AMX Two Tier 6 1 6 3 3 3 0 0 0 1 1 0 2: D(1) NL(5) 49.9 65.3 6.1 5.5 100% 2.3 4.8

ACCELL GROUP AMX Two Tier 2: A(4) RNC(3) 8 7 3 4 4 0 0 0 0 0 0 1: NL(7) 54.6 61.1 13.1 3.6 100% 15.6 4.3

AEGON AEX Two Tier 4: A(7) N(6) Ri(6) Rm(6) 13 1 11 2 9 9 2 2 0 5 1 4 4: CDN(1) F(1) NL(6) USA(3) 50.1 65.4 3.8 4.9 91% 6.3 4.3 5.2

AHOLD AEX Two Tier 3: A(5) N(5) Rm(5) 9 2 11 4 7 7 2 2 0 5 2 3 3: GB(2) NL(6) USA(3) 52.1 65.0 3.1 4.5 100% 3.4 0.8

AIR FRANCE–KLM AMX One Tier 3: A(5) N(6) Rm(2) 12 14 2 12 5 5 5 0 10 1 9 2: F(10) NL(4) 60.6 62.5 1.1 3.9 100% 1.1 9.2

AKZO NOBEL AEX Two Tier 3: A(8) N(2) Rm(3) 7 3 10 2 8 8 2 2 0 6 1 5 6: D(1) FIN(1) GB(1) NL(4) S(1) USA(2) 52.1 65.6 4.3 5.3 100% 2.3 0.3

APERAM AMX One Tier 3: ARiC(5) CGRC(5) SPSC(5) 6 7 8* 7 3 1 2 2 0 7 0 7 5: E(1) F(1) GB(2) IND(2) L(1) 55.2 3.3 100% 3.7

ARCADIS AMX Two Tier 2: A(4) RNC(8) 10 4 11 5 6 6 2 1 1 7 3 4 4: D(1) GB(3) NL(4) USA(3) 51.8 63.6 2.1 5.9 82% 2.3

ARCELORMITTAL AEX One Tier 3: A(8) CGRC(7) Ri(5) 8 4 11 1 10 6 1 2 2 0 11 1 10 6: CDN(1) F(2) IND(2) L(2) S(1) USA(3) 64.6 61.2 2.8 45%

ARSEUS AMX One Tier 2: A(3) RNC(5) 6 2 9 2 7 3 0 0 0 6 1 5 2: B(6) NL(3) 51.6 57.9 8.6 5.3 100% 8.6 5.3

ASMI AMX Two Tier 2: A(5) RNC(6) 10 2 7 2 5 5 0 0 0 3 0 3 3: B(1) D(2) NL(4) 55.6 65.2 5.2 6.8 100% 6.4 1.3

ASML AEX Two Tier 4: A(8) N(5) Rm(5) TCH(4) 9 13 5 8 8 3 3 0 6 2 4 4: D(3) F(1) NL(7) USA(2) 53.8 61.8 2.5 5.1 100% 7.4 0.7

BAM GROEP AMX Two Tier 3: A(4) N(3) Rm(3) 7 4 10 4 6 6 2 1 1 2 1 1 3: B(1) GB(1) NL(8) 54.6 64.6 3.4 2.5 100% 2.8

BINCK AMX Two Tier 3: A(4) Ri(4) Rm(3) 6 3 3 3 0 0 0 1 1 0 2: B(1) NL(5) 47.3 67.6 4.0 6.8 67% 5.3 0.9

BOSKALIS WESTMINSTER AEX Two Tier 3: A(3) N(1) Rm(3) 7 2 10 4 6 5 0 0 0 0 0 0 1: NL(10) 57.8 62.8 6.6 4.9 100% 8.3 3.0

BRUNEL AMX Two Tier 1: A(3) 7 2 7 4 3 3 0 0 0 0 0 0 1: NL(7) 48.6 67.9 3.7 4.4 100% 13.9 3.3 7.3

CORBION (CSM) AMX Two Tier 3: A(10) N(14) Rm(14) 12 7 9 3 6 6 0 0 0 5 2 3 5: D(2) DK(1) GB(1) NL(4) NL-USA(1) 55.3 65.8 0.3 4.6 100% 0.3 3.3 1.3

CORIO AEX Two Tier 3: A(4) N(2) Rm(3) 12 3 8 3 5 4 0 0 0 2 1 1 3: F(1) NL(6) USA(1) 56.3 60.6 6.3 4.5 100% 6.3 2.3 6.5

DELTA LLOYD AEX Two Tier 4: A(5) N(4) Ri(5) Rm(3) 7 12 5 7 7 3 2 1 2 0 2 3: B(1) D-USA(1) NL(10) 52.6 60.4 6.5 3.4 100% 13.3 0.6

DSM AEX Two Tier 4: A(8) N(3) Rm(6) SR(2) 9 13 6 7 7 4 3 1 7 4 3 6: A(2) CH(1) D(1) NL(6) S-GB-F(1) USA(2) 50.9 66.4 4.4 5.6 100% 7.3 3.3

EUROCOMMERCIAL PROPERTIES AMX Two Tier 4 7 2 5 4 0 0 0 3 1 2 4: GB(1) I(1) NL(4) S(1) 61.1 65.8 6.4 71% 17.0

EXACT HOLDING AMX Two Tier 4: A(5) N(1) Pro(3) Rm(4) 8 1 8 4 4 4 0 0 0 1 1 0 2: D(1) NL(7) 50.8 49.8 1.8 2.6 100% 2.3 3.3

FUGRO AEX Two Tier 3: A(4) N(3) Rm(4) 12 5 10 4 6 6 0 0 0 5 2 36: AUS(1) CO(1) GB(1)

NL(5) USA(1) USA-CDN(1)

56.1 65.6 1.6 3.8 100% 1.3 2.3

GEMALTO AEX One Tier 4: A(6) NoGc(4) Rm(5) StrMe(4) 7 11 1 10 10 3 3 0 10 1 9 7: D(1) F(3) GB(1) NL(1) SGP(1) USA(3) USA-F(1) 56.6 63.0 5.8 82%

HEINEKEN AEX Two Tier 5: A(5) AmC(2) N(5) Pre(6) Rm(3) 6 2 12 2 10 6 2 2 0 6 1 5 5: B(2) GB(1) MEX(2)

NL(6) USA(1) 56.6 59.5 9.2 7.1 100% 8.8 1.3 1.2

Ri Risk CommitteeRm Remuneration CommitteeRMR Remuneration & Management Resources

CommitteeRNC Remuneration & Nomination (Selection)

CommitteeROD Remuneration & (Organisation)

Development Committee

Spsc Sustainability, Performance & Strategy Committee

SR Social Responsibility CommitteeStr Strategy CommitteeStrMe Strategy and M&E CommitteeTCH Technology CommitteeTe Technical Committee

* According to the article of associations of Aperam (section 8.1), the board of directors is a unitary board comprised of non-executive direc-tors only. A separate management committee is comprised of eight executives who oversee the daily operations of the firm.

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IMTECH AMX Two Tier 4: A(0) NoGc(0) PaEC(2) RemHR(0) 34 11 4 7 7 2 2 0 2 1 1 3: D(1) GB(1) NL(9) 49.8 60.4 1.1 1.4 100% 1.5 1.0 2.3

ING GROEP AEX Two Tier 5: A(5) CGC(2) N(6) Ri(4) Rm(7) 10 11 3 8 7 2 2 0 4 1 3 5: B(1) D(1) E(1) Ireland(1) NL(7) 53.9 62.3 2.9 2.4 100% 1.3 3.3

KPN AEX Two Tier 3: A(6) NCG(2) ROD(5) 20 2 12 4 8 6 2 2 0 3 1 2 3: D(1) MEX(2) NL(9) 52.6 59.1 2.1 2.8 100% 3.3 4.3

NIEUWE STEEN AMX Two Tier 4: A(9) N(2) REC(0) Rm(2) 21 6 8 3 5 5 0 0 0 0 0 0 1: NL(8) 45.3 57.8 3.6 2.4 63% 5.9

NUTRECO AMX Two Tier 4: A(4) InoVS(3) N(2) Rm(2) 8 3 7 2 5 5 1 1 0 2 1 1 3: N(1) NL(5) USA(1) 51.6 59.6 2.5 3.4 100% 2.0 3.4 1.3

OCI AEX One Tier 3: A(0) N(0) Rm(0) 6 8 2 6 5 1 0 0 0 4 2 2 4: ET(1) NL(4) PK(2) USA(1) 54.6 58.8 1.6 1.0 100% 1.6 1.6 0.3

PHILIPS AEX Two Tier 3: A(6) CGCRC(2) Rm(2) 7 1 11 3 8 8 3 3 0 5 0 5 5: D(1) IND(1) NL(6) USA(2) USA-IL(1) 53.3 65.3 3.3 5.5 100% 3.3 3.3 1.2

POST NL AMX Two Tier 4: A(5) N(4) PaC(5) Rm(4) 12 1 9 2 7 7 3 2 1 0 0 0 1: NL(9) 49.1 59.4 2.8 2.9 100% 2.3 5.6

RANDSTAD AEX Two Tier 3: A(5) RNC(6) Str(2) 8 3 13 6 7 5 3 2 1 6 2 4 6: CDN(1) D(1) F(2) GB(1) GR(1) NL(7) 53.6 59.9 4.5 5.2 100% 0.5 10.0

REED ELSEVIER AEX One Tier 4: A(5) CGC(5) N(5) Rm(5) 6 10 2 8 6 1 3 3 0 7 2 5 6: D(1) GB(2) NL(3) S(1) USA(2) USA-GB(1) 50.6 61.2 3.3 4.6 100% 4.9 5.2 0.2

ROYAL DUTCH SHELL AEX One Tier 4: A(6) N(6) Rm(6) SR(4) 9 11 2 9 8 1 2 2 0 7 1 6 4: FIN(1) GB(3) NL(4) USA(3) 55.1 63.3 2.9 3.3 100% 0.6 8.2 2.2

SBM OFFSHORE AEX Two Tier 3: A(5) RNC(4) Te(5) 6 9 3 6 6 1 1 0 5 1 4 5: CDN(1) CH(1) F(2) GB(1) NL(4) 56.9 64.3 2.7 5.6 100% 3.6 9.3 1.3

SLIGRO AMX Two Tier 2: A(0) RNC(0) 8 1 7 3 4 4 1 1 0 0 0 0 1: NL(7) 50.9 57.3 10.8 5.1 100% 5.9 5.3 10.3

TEN CATE AMX Two Tier 2: F(4) RNC(3) 10 3 5 1 4 4 1 1 0 0 0 0 1: NL(5) 63.6 65.8 14.6 4.7 100% 14.6 6.4

TKH GROUP AMX Two Tier 3: A(3) N(2) Rm(2) 6 1 8 3 5 5 1 1 0 2 1 1 3: B(1) D(1) NL(6) 50.6 60.4 8.3 4.1 75% 13.6 8.3 1.3

TNT EXPRESS AEX Two Tier 4: A(5) CNC(3) Rm(4) Str(3) 12 2 8 2 6 6 2 2 0 3 0 3 4: F(1) GB(1) NL(5) USA(1) 58.6 63.3 0.8 3.0 100% 1.2 3.3

TOM TOM AMX Two Tier 3: A(6) N(4) Rm(5) 11 2 10 3 7 6 3 2 1 5 2 3 4: B(2) GB(2) NL(5) USA(1) 54.3 65.2 9.7 1.6 80% 13.6 0.3 5.1

UNIBAIL-RODAMCO AEX Two Tier 2: A(4) CGRC(3) 7 15 6 9 9 3 2 1 13 6 7 6: A(1) E(1) F(8) GB(2) NL(2) USA-NL(1) 50.3 58.8 1.9 5.3 100% 1.3 2.3 6.2

UNILEVER AEX One Tier 4: A(9) NCG(4) RMR(6) SR(4) 7 13 2 11 10 1 5 5 0 9 0 9 6: CN(2) GB(3) NL(4) S(1) USA(2) ZA(1) 52.6 64.7 5.0 5.0 100% 5.6 7.3

USG PEOPLE AMX Two Tier 2: A(6) RNC(3) 10 1 7 2 5 4 2 1 1 2 1 1 2: B(2) NL(5) 48.6 63.8 3.9 3.4 100% 4.1 4.4

VASTNED RETAIL AMX Two Tier 3: A(4) N(2) Rm(3) 9 1 6 2 4 4 1 1 0 0 0 0 1: NL(6) 50.1 63.1 7.0 6.0 100% 2.9 8.3

VOPAK AMX Two Tier 3: A(5) N(2) Rm(6) 12 1 9 3 6 4 0 0 0 1 0 1 2: NL(8) SGP(1) 50.9 64.9 6.5 7.7 100% 3.6 6.3 11.7

WERELDHAVE AMX Two Tier 2: A(4) RNC(4) 9 6 1 5 4 1 1 0 0 0 0 1: NL(6) 51.6 58.2 2.0 83% 3.3 1.3

WOLTERS KLUWER AEX Two Tier 2: A(4) RNC(4) 7 4 8 2 6 6 3 2 1 6 2 4 4: CDN(1) F(2) NL(2) USA(3) 52.6 61.6 6.1 4.1 100% 10.9 1.3

ZIGGO AEX Two Tier 2: A(4) RNC(1) 10 11 4 7 7 1 1 0 4 1 3 5: CDN(1) D(1) GB(1) NL(7) USA(1) 49.6 58.7 3.0 2.3 100% 0.6 2.4 4.3

Board composition

A Audit CommitteeAmC Americas CommitteeARiC Audit & Risk CommitteeCGC Corporate Governance CommitteeCGCRC Corporate Governance, Nomination &

Selection CommitteeCGRC Corporate Governance, Nomination &

Remuneration Committee

CNC Chairman’s and Nominations CommitteeF Finance CommitteeInoVS Innovation & Sustainability CommitteeN Nomination CommitteeNCG Nomination & Corporate Governance

CommitteeNFSSC Nutrition, Food Safety & Sustainability

Committee

NoGc Nomination & Governance CommitteePaC Public Affairs CommitteePaEC Past Events CommitteePre Preparatory CommitteePro Product CommitteeREC Real Estate CommitteeRemHR Remuneration & HR Committee

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IMTECH AMX Two Tier 4: A(0) NoGc(0) PaEC(2) RemHR(0) 34 11 4 7 7 2 2 0 2 1 1 3: D(1) GB(1) NL(9) 49.8 60.4 1.1 1.4 100% 1.5 1.0 2.3

ING GROEP AEX Two Tier 5: A(5) CGC(2) N(6) Ri(4) Rm(7) 10 11 3 8 7 2 2 0 4 1 3 5: B(1) D(1) E(1) Ireland(1) NL(7) 53.9 62.3 2.9 2.4 100% 1.3 3.3

KPN AEX Two Tier 3: A(6) NCG(2) ROD(5) 20 2 12 4 8 6 2 2 0 3 1 2 3: D(1) MEX(2) NL(9) 52.6 59.1 2.1 2.8 100% 3.3 4.3

NIEUWE STEEN AMX Two Tier 4: A(9) N(2) REC(0) Rm(2) 21 6 8 3 5 5 0 0 0 0 0 0 1: NL(8) 45.3 57.8 3.6 2.4 63% 5.9

NUTRECO AMX Two Tier 4: A(4) InoVS(3) N(2) Rm(2) 8 3 7 2 5 5 1 1 0 2 1 1 3: N(1) NL(5) USA(1) 51.6 59.6 2.5 3.4 100% 2.0 3.4 1.3

OCI AEX One Tier 3: A(0) N(0) Rm(0) 6 8 2 6 5 1 0 0 0 4 2 2 4: ET(1) NL(4) PK(2) USA(1) 54.6 58.8 1.6 1.0 100% 1.6 1.6 0.3

PHILIPS AEX Two Tier 3: A(6) CGCRC(2) Rm(2) 7 1 11 3 8 8 3 3 0 5 0 5 5: D(1) IND(1) NL(6) USA(2) USA-IL(1) 53.3 65.3 3.3 5.5 100% 3.3 3.3 1.2

POST NL AMX Two Tier 4: A(5) N(4) PaC(5) Rm(4) 12 1 9 2 7 7 3 2 1 0 0 0 1: NL(9) 49.1 59.4 2.8 2.9 100% 2.3 5.6

RANDSTAD AEX Two Tier 3: A(5) RNC(6) Str(2) 8 3 13 6 7 5 3 2 1 6 2 4 6: CDN(1) D(1) F(2) GB(1) GR(1) NL(7) 53.6 59.9 4.5 5.2 100% 0.5 10.0

REED ELSEVIER AEX One Tier 4: A(5) CGC(5) N(5) Rm(5) 6 10 2 8 6 1 3 3 0 7 2 5 6: D(1) GB(2) NL(3) S(1) USA(2) USA-GB(1) 50.6 61.2 3.3 4.6 100% 4.9 5.2 0.2

ROYAL DUTCH SHELL AEX One Tier 4: A(6) N(6) Rm(6) SR(4) 9 11 2 9 8 1 2 2 0 7 1 6 4: FIN(1) GB(3) NL(4) USA(3) 55.1 63.3 2.9 3.3 100% 0.6 8.2 2.2

SBM OFFSHORE AEX Two Tier 3: A(5) RNC(4) Te(5) 6 9 3 6 6 1 1 0 5 1 4 5: CDN(1) CH(1) F(2) GB(1) NL(4) 56.9 64.3 2.7 5.6 100% 3.6 9.3 1.3

SLIGRO AMX Two Tier 2: A(0) RNC(0) 8 1 7 3 4 4 1 1 0 0 0 0 1: NL(7) 50.9 57.3 10.8 5.1 100% 5.9 5.3 10.3

TEN CATE AMX Two Tier 2: F(4) RNC(3) 10 3 5 1 4 4 1 1 0 0 0 0 1: NL(5) 63.6 65.8 14.6 4.7 100% 14.6 6.4

TKH GROUP AMX Two Tier 3: A(3) N(2) Rm(2) 6 1 8 3 5 5 1 1 0 2 1 1 3: B(1) D(1) NL(6) 50.6 60.4 8.3 4.1 75% 13.6 8.3 1.3

TNT EXPRESS AEX Two Tier 4: A(5) CNC(3) Rm(4) Str(3) 12 2 8 2 6 6 2 2 0 3 0 3 4: F(1) GB(1) NL(5) USA(1) 58.6 63.3 0.8 3.0 100% 1.2 3.3

TOM TOM AMX Two Tier 3: A(6) N(4) Rm(5) 11 2 10 3 7 6 3 2 1 5 2 3 4: B(2) GB(2) NL(5) USA(1) 54.3 65.2 9.7 1.6 80% 13.6 0.3 5.1

UNIBAIL-RODAMCO AEX Two Tier 2: A(4) CGRC(3) 7 15 6 9 9 3 2 1 13 6 7 6: A(1) E(1) F(8) GB(2) NL(2) USA-NL(1) 50.3 58.8 1.9 5.3 100% 1.3 2.3 6.2

UNILEVER AEX One Tier 4: A(9) NCG(4) RMR(6) SR(4) 7 13 2 11 10 1 5 5 0 9 0 9 6: CN(2) GB(3) NL(4) S(1) USA(2) ZA(1) 52.6 64.7 5.0 5.0 100% 5.6 7.3

USG PEOPLE AMX Two Tier 2: A(6) RNC(3) 10 1 7 2 5 4 2 1 1 2 1 1 2: B(2) NL(5) 48.6 63.8 3.9 3.4 100% 4.1 4.4

VASTNED RETAIL AMX Two Tier 3: A(4) N(2) Rm(3) 9 1 6 2 4 4 1 1 0 0 0 0 1: NL(6) 50.1 63.1 7.0 6.0 100% 2.9 8.3

VOPAK AMX Two Tier 3: A(5) N(2) Rm(6) 12 1 9 3 6 4 0 0 0 1 0 1 2: NL(8) SGP(1) 50.9 64.9 6.5 7.7 100% 3.6 6.3 11.7

WERELDHAVE AMX Two Tier 2: A(4) RNC(4) 9 6 1 5 4 1 1 0 0 0 0 1: NL(6) 51.6 58.2 2.0 83% 3.3 1.3

WOLTERS KLUWER AEX Two Tier 2: A(4) RNC(4) 7 4 8 2 6 6 3 2 1 6 2 4 4: CDN(1) F(2) NL(2) USA(3) 52.6 61.6 6.1 4.1 100% 10.9 1.3

ZIGGO AEX Two Tier 2: A(4) RNC(1) 10 11 4 7 7 1 1 0 4 1 3 5: CDN(1) D(1) GB(1) NL(7) USA(1) 49.6 58.7 3.0 2.3 100% 0.6 2.4 4.3

Ri Risk CommitteeRm Remuneration CommitteeRMR Remuneration & Management Resources

CommitteeRNC Remuneration & Nomination (Selection)

CommitteeROD Remuneration & (Organisation)

Development Committee

Spsc Sustainability, Performance & Strategy Committee

SR Social Responsibility CommitteeStr Strategy CommitteeStrMe Strategy and M&E CommitteeTCH Technology CommitteeTe Technical Committee

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AALBERTS 610 639 580 639 43 50 40 50

ACCELL GROUP 411 514 324 514 43 50 39 50

AEGON 2081 2081 2081 2081 138 169 117 169

AHOLD 1312 1843 1015 1843 102 98 109

AIR FRANCE–KLM 51 41 57

AKZO NOBEL 1188 1451 924 1451 85 76 99

APERAM 84 73 73 101

ARCADIS 666 818 572 818 61 34 72

ARCELORMITTAL 1724 1724 1724 1724 161 139 211

ARSEUS 1100 1100 1100 1100 33 50 25 50

ASMI 907 1047 766 1047 51 50 51

ASML 723 713 732 72 96 58 96

BAM GROEP 483 470 509 48 55 45 55

BINCK 608 643 572 643 44 52 40 52

BOSKALIS WESTMINSTER 1181 1652 831 1652 54 66 45 66

BRUNEL 825 825 825 825 40 42 35 43

CORBION (CSM) 56 68 50 68

CORIO 405 521 333 521 48 60 43 60

DELTA LLOYD 764 964 687 964 66 62 72

DSM 986 1336 858 1336 74 87 69 87

EUROCOMMERCIAL PROPERTIES 566 674 458 674 37 44 34 44

EXACT HOLDING 661 754 567 754 36 45 30 45

FUGRO 1033 594 1472 61 60 62

GEMALTO 1828 1828 1828 1828 107 239 82 239

HEINEKEN 1691 2277 1105 2277 87 72 135

IMTECH 55 52 57

ING GROEP 750 750 750 82 114 66 114

KPN 927 1072 781 1072 84 115 70 115

Board remuneration

49

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NIEUWE STEEN 360 450 269 450 37 36 36 40

NUTRECO 815 933 696 933 56 60 48 60

OCI 1389 1506 1272 1506 141 196 113 196

PHILIPS 1506 2183 1154 2183 94 135 78 135

POST NL 756 859 653 859 58 67 52 67

RANDSTAD 1037 963 1143 97 138 85 138

REED ELSEVIER 2018 2609 1427 2609 164 649 65 649

ROYAL DUTCH SHELL 1885 1885 1885 278 939 146 939

SBM OFFSHORE 1054 1509 701 1509 121 151 111 151

SLIGRO 488 535 464 535 34 40 32 40

TEN CATE 675 675 675 675 43 50 35 50

TKH GROUP 497 631 388 631 40 48 33 48

TNT EXPRESS 79 83 68 85

TOM TOM 782 922 689 922 49 47 51

UNIBAIL-RODAMCO 963 963 963 77 130 62 130

UNILEVER 2387 3053 1720 3053 186 637 102 637

USG PEOPLE 946 1154 738 1154 57 67 52 67

VASTNED RETAIL 445 499 390 499 36 38 33 38

VOPAK 624 725 552 725 65 84 57 84

WERELDHAVE 556 556 556 556 67 48 48 85

WOLTERS KLUWER 1778 1778 1778 1778 61 56 69

ZIGGO 436 436 436 82 190 50 190

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

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Audit committee

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ACCELL GROUP A 2 2 2 100% 100% V 4

AEGON A 5 5 5 100% 100% V 7 13 8

AHOLD A 3 3 3 100% 100% M 5 18 12

AIR FRANCE–KLM A 6 6 3 100% 50% M 5 18 8

AKZO NOBEL A 4 4 4 100% 100% M 8

APERAM ARiC 3 3 2 1 100% 100% M 5 15 8

ARCADIS A 3 3 3 100% 100% C 4 10 7

ARCELORMITTAL A 4 4 4 100% 100% M 8 26 16

ARSEUS A 3 3 3 100% 100% Yes N/A 3 6

ASMI A 3 3 3 100% 100% Yes M 5

ASML A 4 4 4 100% 100% Yes M 8 15 10

BAM GROEP A 3 3 3 100% 100% V 4

BINCK A 3 3 3 100% 100% Yes M 4 8 6

BOSKALIS WESTMINSTER A 3 3 2 100% 67% M 3

BRUNEL A 2 2 2 100% 100% Yes C 3

CORBION (CSM) A 3 3 3 100% 100% M 10 10 5

CORIO A 3 3 2 100% 67% Yes V 4 10 8

DELTA LLOYD A 4 4 4 100% 100% M 5 9 6

DSM A 2 2 2 100% 100% M 8 13 10

EXACT HOLDING A 2 2 2 100% 100% M 5

FUGRO A 3 3 3 100% 100% V 4

GEMALTO A 5 5 5 100% 100% M 6 27 16

HEINEKEN A 4 4 3 100% 75% M 5

IMTECH A 2 2 2 100% 100% V 12 10

ING GROEP A 5 5 4 100% 80% M 5 8 6

KPN A 4 4 3 100% 75% M 6 20 10

NIEUWE STEEN A 2 2 2 100% 100% M 9

NUTRECO A 2 2 2 100% 100% V 4 10 8

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OCI A 4 4 4 100% 100% M

PHILIPS A 6 6 6 100% 100% Yes M 6 15 10

POST NL A 4 4 4 100% 100% M 5

RANDSTAD A 3 3 2 100% 67% Yes M 5 12 8

REED ELSEVIER A 3 3 3 100% 100% M 5 30

ROYAL DUTCH SHELL A 3 3 3 100% 100% M 6 45 25

SBM OFFSHORE A 3 3 3 100% 100% Yes M 5 10 8

SLIGRO A 4 4 4 100% 100% Yes N/A

TKH GROUP A 2 2 2 100% 100% Yes M 3

TNT EXPRESS A 3 3 3 100% 100% V 5

TOM TOM A 4 4 3 100% 75% M 6 10 7

UNIBAIL- RODAMCO A 4 4 4 100% 100% V 4 20 10

UNILEVER A 4 4 4 100% 100% M 9 17 9

USG PEOPLE A 2 2 2 100% 100% M 6 8 8

VASTNED RETAIL A 2 2 2 100% 100% V 4 4 4

VOPAK A 3 3 1 100% 33% M 5 15 9

WERELDHAVE A 1 1 1 100% 100% M 4

WOLTERS KLUWER A 3 3 3 100% 100% V 4

ZIGGO A 2 2 2 100% 100% M 4 25 7

Committee namesA Audit CommitteeARiC Audit & Risk Committee Committee chairmanM Common member of the boardV Vice-chairman of the boardC Chairman of the board

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Seni

or In

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t D

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Perc

enta

ge o

f Non

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s

Perc

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s

Is C

hairm

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f the

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mm

ittee

Mem

ber?

Com

mitt

ee C

hairm

an

Num

ber o

f Mee

tings

Chai

rman

Rem

uner

atio

n (€

1,00

0)

Mem

ber R

emun

erat

ion

(€ 1,

000)

ACCELL GROUP RNC 2 2 2 100% 100% Yes N/A 3

AEGON N 4 4 4 100% 100% Yes C 6 10 5

AHOLD N 5 5 5 100% 100% Yes C 5 12 9

AIR FRANCE–KLM N 3 3 2 100% 67% M 6 8 5

AKZO NOBEL N 3 3 3 100% 100% Yes N/A 2

APERAM CGCRC 3 3 2 1 100% 100% M 5 10 5

ARCADIS RNC 2 2 2 100% 100% N/A 8 6

ARCELORMITTAL CGCRC 3 3 2 1 100% 100% M 7 15 10

ARSEUS RNC 3 3 3 100% 100% Yes N/A 5 6

ASMI RNC 3 3 3 100% 100% Yes M 6

ASML N 4 4 4 100% 100% Yes M 5 8 6

BAM GROEP N 2 2 2 100% 100% Yes C 3

BOSKALIS WESTMINSTER N 2 2 2 100% 100% Yes C 1

CORBION (CSM) N 2 2 2 100% 100% Yes C 14 5 3

CORIO N 2 2 2 100% 100% Yes C 2 8 5

DELTA LLOYD N 2 2 2 100% 100% M 4 9 5

DSM N 3 3 3 100% 100% Yes C 3 8 5

EXACT HOLDING N 2 2 2 100% 100% Yes V 1

FUGRO N 3 3 3 100% 100% Yes C 3

GEMALTO NoGc 5 5 5 100% 100% Yes C 4 14 8

HEINEKEN N 5 5 2 100% 40% Yes C 5

IMTECH NoGc 2 2 2 100% 100% Yes C 10 8

ING GROEP N 4 4 4 100% 100% Yes C 6 7 5

KPN NCG 4 4 3 100% 75% Yes C 2 10 5

NIEUWE STEEN N 2 2 2 100% 100% Yes N/A 2

NUTRECO N 4 4 4 100% 100% Yes C 2 8 5

OCI N 3 3 2 1 100% 100% V

PHILIPS CGRC 2 2 2 100% 100% Yes C 2 13 6

53

Com

mitt

ee N

ame

Tota

l Num

ber o

f D

irect

ors

Non

-Exe

cutiv

e D

irect

ors

Exec

utiv

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pend

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Rem

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n (€

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Mem

ber R

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ion

(€ 1,

000)

POST NL N 4 4 4 100% 100% Yes C 4

RANDSTAD RNC 4 4 3 100% 75% Yes C 6 9 7

REED ELSEVIER N 3 3 1 1 100% 67% Yes C 5

ROYAL DUTCH SHELL N 3 3 2 1 100% 100% Yes C 6 25 12

SBM OFFSHORE RNC 2 2 2 100% 100% M 4 10 8

SLIGRO RNC 4 4 4 100% 100% Yes N/A

TEN CATE RNC 2 2 2 100% 100% Yes N/A 3

TKH GROUP N 2 2 2 100% 100% Yes C 2

TNT EXPRESS CNC 6 6 6 100% 100% Yes C 3

TOM TOM N 3 3 3 100% 100% Yes C 4 7 4

UNIBAIL-RODAMCO CGCRC 4 4 4 100% 100% Yes C 3 10 10

UNILEVER NCG 3 3 2 1 100% 100% Yes V 4 11 6

USG PEOPLE RNC 3 3 2 100% 67% Yes M 3 8 8

VASTNED RETAIL N 4 4 4 100% 100% Yes C 2

VOPAK N 2 2 1 100% 50% Yes C 2 7 5

WERELDHAVE RNC 2 2 2 100% 100% Yes M 4

WOLTERS KLUWER RNC 3 3 3 100% 100% Yes M 4

ZIGGO RNC 4 4 4 100% 100% M 1 25 7

Committee namesCGCRC Corporate Governance, Nomination & Selection CommitteeCGRC Corporate Governance, Nomination & Remuneration CommitteeCNC Chairman’s & Nominations CommitteeN Nomination CommitteeNCG Nomination & Corporate Governance CommitteeNoGc Nomination & Governance CommitteeRNC Remuneration & Nomination (Selection) Committee Committee chairmanM Common member of the boardV Vice-chairman of the boardC Chairman of the board

54

Remuneration committee

Com

mitt

ee N

ame

Tota

l Num

ber o

f Dire

ctor

s

Non

-Exe

cutiv

e D

irect

ors

Inde

pend

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f Non

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Com

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Chai

rman

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n (€

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0)

Mem

ber R

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ion

(€ 1,

000)

ACCELL GROUP RNC 2 2 2 100% 100% Yes 3

AEGON Rm 4 4 4 100% 100% Yes M 6 10 5

AHOLD Rm 5 5 5 100% 100% C 5 12 9

AIR FRANCE–KLM Rm 6 5 2 83% 33% V 2 8 5

AKZO NOBEL Rm 2 2 2 100% 100% N/A 3

APERAM CGRC 3 3 2 1 100% 100% M 5 10 5

ARCADIS RNC 2 2 2 100% 100% N/A 8 6

ARCELORMITTAL CGRC 3 3 2 1 100% 100% M 7 15 10

ARSEUS RNC 3 3 3 100% 100% Yes N/A 5 6

ASMI RNC 3 3 3 100% 100% Yes M 6

ASML Rm 3 3 3 100% 100% M 5 11 8

BAM GROEP Rm 2 2 2 100% 100% Yes M 3

BINCK Rm 2 2 2 100% 100% Yes M 3 8 6

BOSKALIS WESTMINSTER Rm 2 2 2 100% 100% M 3

CORBION (CSM) Rm 2 2 2 100% 100% Yes C 14 5 3

CORIO Rm 2 2 2 100% 100% M 3 8 5

DELTA LLOYD Rm 4 4 4 100% 100% Yes V 3 7 5

DSM Rm 3 3 3 100% 100% Yes M 6 8 5

EXACT HOLDING Rm 2 2 2 100% 100% V 4

FUGRO Rm 3 3 3 100% 100% Yes M 4

GEMALTO Rm 4 4 4 100% 100% M 5 14 8

HEINEKEN Rm 4 4 2 100% 50% Yes M 3

IMTECH RemHR 2 2 2 100% 100% Yes M 10 8

ING GROEP Rm 3 3 3 100% 100% Yes M 7 8 5

KPN ROD 4 4 3 100% 75% Yes M 5 10 5

NIEUWE STEEN Rm 2 2 2 100% 100% Yes N/A 2

NUTRECO Rm 3 3 3 100% 100% Yes M 2 8 5

OCI Rm 3 3 3 100% 100% Yes M

55

Com

mitt

ee N

ame

Tota

l Num

ber o

f Dire

ctor

s

Non

-Exe

cutiv

e D

irect

ors

Inde

pend

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Mem

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ion

(€ 1,

000)

PHILIPS Rm 3 3 3 100% 100% Yes N/A 2 8

POST NL Rm 3 3 3 100% 100% Yes V 4

RANDSTAD RNC 4 4 3 100% 75% Yes C 6 9 7

REED ELSEVIER Rm 4 4 2 1 100% 75% Yes M 5 24

ROYAL DUTCH SHELL Rm 3 3 3 100% 100% M 6 35 17

SBM OFFSHORE RNC 2 2 2 100% 100% M 4 10 8

SLIGRO RNC 4 4 4 100% 100% Yes N/A

TEN CATE RNC 2 2 2 100% 100% Yes N/A 3

TKH GROUP Rm 1 1 1 100% 100% V 2

TNT EXPRESS Rm 4 4 4 100% 100% Yes M 4

TOM TOM Rm 3 3 3 100% 100% Yes M 5 7 4

UNIBAIL-RODAMCO CGRC 4 4 4 100% 100% Yes C 3 10 10

UNILEVER RMR 4 4 3 1 100% 100% Yes M 6 11 6

USG PEOPLE RNC 3 3 2 100% 67% Yes M 3 8 8

VASTNED RETAIL Rm 2 2 2 100% 100% M 3 3 3

VOPAK Rm 3 3 3 100% 100% Yes M 6 10 7

WERELDHAVE RNC 2 2 2 100% 100% Yes M 4

WOLTERS KLUWER RNC 3 3 3 100% 100% Yes M 4

ZIGGO RNC 4 4 4 100% 100% M 1 25 7

Committee namesCGRC Corporate Governance, Nomination & Remuneration CommitteeRemHR Remuneration & HR CommitteeRMR Remuneration and Management Resources CommitteeRm Remuneration CommitteeRNC Remuneration & Nomination (Selection) CommitteeROD Remuneration & (Organisation) Development Committee

Committee chairmanM Common member of the boardV Vice-chairman of the boardC Chairman of the board

56

Risk and other committees

Com

mitt

ee N

ame

Tota

l Num

ber o

f Dire

ctor

s

Non

-Exe

cutiv

e D

irect

ors

Inde

pend

ent D

irect

ors

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or In

depe

nden

t D

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enta

ge o

f Non

-Ex

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ive

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ctor

s

Perc

enta

ge o

f In

depe

nden

t Dire

ctor

s

Is C

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an o

f the

Boa

rd

a Co

mm

ittee

Mem

ber?

Com

mitt

ee C

hairm

an

Num

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f Mee

tings

Chai

rman

Rem

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atio

n (€

1,00

0)

Mem

ber R

emun

erat

ion

(€ 1,

000)

AEGON R 5 5 5 100% 100% m 6 10 5

APERAMSustainability

Performance & Strategy Committee

3 3 2 100% 67% m 5 10 5

APERAM ARiC 3 3 2 1 100% 100% m 5 15 8

ARCELORMITTAL R 4 4 3 100% 75% m 5 15 10

ASML Technology Committee 4 4 4 100% 100% Yes m 4 10 8

BINCK R 2 2 2 100% 100% m 4 8 6

DELTA LLOYD R 4 4 4 100% 100% m 5 9 6

DSM SCRC 3 3 3 100% 100% m 2 8 5

EXACT HOLDING Product Committee 2 2 2 100% 100% Yes m 3

GEMALTO Strategy & M&E Committee 5 5 5 100% 100% m 4 14 8

HEINEKEN Americas Committee 4 4 2 100% 50% v 2

HEINEKEN Preparatory Committee 4 4 1 100% 25% Yes c 6

IMTECH Past Events Committee 2 2 2 100% 100% n/a 2 8

ING GROEP CGC 3 3 3 100% 100% Yes m 2 7 5

ING GROEP R 5 5 4 100% 80% Yes m 4 7 5

NIEUWE STEEN Real Estate Committee 2 2 2 100% 100% n/a

NUTRECOInnovation & Sustainability

Committee2 2 2 100% 100% m 3 8 5

POST NL Public Affairs Committee 3 3 3 100% 100% m 5

RANDSTAD Strategy Committee 4 4 3 100% 75% m 2 8 6

REED ELSEVIER CGC 8 8 6 1 100% 88% Yes c 5

ROYAL DUTCH SHELL SCRC 4 4 4 100% 100% m 4 35 17

SBM OFFSHORE Technical Committee 2 2 2 100% 100% m 5 10 8

TEN CATE Finance Committee 2 2 2 100% 100% Yes m 4

TNT EXPRESS Strategy Committee 3 3 3 100% 100% n/a 3

UNILEVER SCRC 2 2 2 100% 100% m 4 11 6

Committee namesARiC Audit and Risk CommitteeCGC Corporate Governance CommitteeR Risk CommitteeSCRC Social (Corporate) Responsibility Committee

Committee chairmanM Common member of the boardV Vice-chairman of the boardC Chairman of the board

57

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.

The Board Index does not contain recommendations, classifications or any ranking other than alphabetical listings or listings based on indices of the NYSE EuroNext. 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.

The research team

©2014 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact [email protected]. Sign up to receive publications in your areas of interest via email or RSS by visiting www.spencerstuart.com.

Amsterdam t 31 (0) 20.305.73.05

Atlanta t 1.404.504.4400

Barcelona t 34.93.487.23.36

Beijing t 86.10.6535.2100

Bogota t 57.1.618.2488

Boston t 1.617.531.5731

Brussels t 32.2.732.26.25

Buenos Aires t 54.11.4310.9100

Calgary t 1.403.538.8658

Chicago t 1.312.822.0080

Copenhagen t 45 3334.6700

Dallas t 1.214.672.5200

Dubai t 971.4.426.6500

Frankfurt t 49 (0) 69.61.09.27.0

Geneva t 41.22.312.36.38

Hong Kong t 852.2521.8373

Houston t 1.713.225.1621

Istanbul t 90.212.315.0400

Johannesburg t 27.11.557.5300

London t 44 (0)20 7298.3333

Los Angeles t 1.310.209.0610

Madrid t 34.91.745.85.00

Melbourne t 61.3.8661.0100

Mexico City t 52.55.5002.4950

Miami t 1.305.443.9911

Milan t 39.02.771251

Minneapolis/St. Paul t 1.612.313.2000

Montreal t 1.514.288.3377

Moscow T: 7.495.797.36.37

Mumbai t 91 22 6616.1414

Munich t 49 (0) 89.45.55.53.0

New Delhi t 91.124.485.4444

New York t 1.212.336.0200

Orange County t 1.949.930.8000

Paris t 33 (0) 1.53.57.81.23

Philadelphia t 1.215.814.1600

Prague t 420.221.411.341

Rome t 39.06.802071

San Francisco t 1.415.495.4141

Santiago t 56.2.2.940.2700

Sao Paulo t 55 11.2050.8000

Seattle t 1.206.224.5660

Shanghai t 86 21.2326.2828

Silicon Valley t 1.650.356.5500

Singapore t 65 6586.1186

Stamford t 1.203.324.6333

Stockholm t 46 8.5348015 0

Sydney t 61.2.9240.0100

Tokyo t 81 3.5223.9510

Toronto t 1.416.361.0311

Vienna t 43.1.36.88.700.0

Warsaw t 48.22.321.02.00

Washington, D.C. t 1.202.639.8111

Zurich t 41.44.257.17.17

Worldwide Offices

2014

AmsterdamAtlanta

BarcelonaBeijingBogotaBoston

BrusselsBuenos Aires

CalgaryChicago

CopenhagenDallasDubai

Frankfurt Geneva

Hong KongHoustonIstanbul

JohannesburgLondon

Los AngelesMadrid

Melbourne Mexico City

MiamiMilan

Minneapolis/St. Paul MontrealMoscowMumbai Munich

New DelhiNew York

Orange County Paris

Philadelphia Prague Rome

San Francisco Santiago

Sao PauloSeattle

Shanghai Silicon Valley

Singapore Stamford

StockholmSydneyTokyo

TorontoVienna Warsaw

Washington, D.C. Zurich

Netherlands Board Index Board trends and practices at leading companies:

An analysis of AEX and AMX companies

13th edition

2014 - Spencer Stuart/media/s... · Mexico City Miami Milan Minneapolis/St. Paul Montreal Moscow...

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