Netherlands Board Index. Board trends and practices at AEX and AMX companies, 14 th edition

Transcription

1 2016 Netherlands Board Index Board trends and practices at AEX and AMX companies, 14 th edition

2 Other committees About Spencer Stuart At Spencer Stuart, we know how much leadership matters. We are trusted by organisations around the world to help them make the senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions. Privately held since 1956, we focus on delivering knowledge, insight and results though the collaborative efforts of a team of experts now spanning 56 offices, 30 countries and more than 50 practice specialties. Boards and leaders consistently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment and many other facets of organisational effectiveness. For more information on Spencer Stuart, please visit In addition to our work with clients, Spencer Stuart has long played an active role in corporate governance by exploring both on our own and with other prestigious institutions key concerns of boards and innovative solutions to the challenges facing them. We publish a wide range of articles and publications on boards and governance issues, including the Spencer Stuart Board Indexes worldwide. For more information, visit Stuart Social Spencer Stuart Stay up to date on the trends and topics that are relevant to your business and career Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact: permissions@spencerstuart.com. 67 spencer stuart

3 Contents 1 Contents 2 Introduction 5 Highlights of the 2016 Netherlands Board Index 7 Key indicators of the Netherlands Board Index 9 in the spotlight: Female representation on the boards of major Dutch companies: the road to 30% 13 About the Netherlands Board Index 14 Board composition 26 Independence and hips 32 Board structure 33 Board meetings 34 Board committees 40 Remuneration 44 Definitions 47 The research team 48 International comparison data tables 54 Board composition 58 Board remuneration 60 Audit committee 62 Nomination committee 64 Remuneration committee 66 Other committees netherlands board index

4 Introduction With this year s Board Index, Spencer Stuart celebrates 20 years of corporate governance research in the Netherlands. In 1996, the Board Index was initially developed with the staff of Erasmus University s Faculty of Business Administration, and board data was collected using surveys as most companies did not publicly disclose detailed board information. Over the years, the information disclosure practices of listed corporations have changed significantly and the Internet has made instant access to detailed corporate governance information a reality. With more information disclosure, and their companies have been held increasingly accountable for their corporate governance practices. As corporate governance practices have evolved in the Netherlands, so has the Spencer Stuart Board Index. Over the years, the Spencer Stuart Board Index has provided consistently new information regarding companies compliance with corporate governance standards in the Netherlands. In 1998, the Board Index reported on a national corporate governance debate following the publication of the forty recommendations of the Peters Committee on 25 June Under the chairmanship of Mr. Peters, former CEO of AEGON, the attention of the Peters Committee was directed towards the relationship between managing, supervisory and investors. The committee did not propose major changes in legislation. Its main purpose was to initiate a national debate on the functioning of boards of and their accountability and reporting procedures in relation to accepted international corporate governance standards. Following the Peters Code, the corporate governance discussion initially concentrated on corporate defence mechanisms, board remuneration, the traditional system of supervisory board membership co-optation, and the disclosure of information on corporate governance in annual financial reports. Defence mechanisms used by Dutch corporations to curtail the powers of shareholders, such as the certification of shares and the existence of certain classes of preferred shares, were actively debated. ABN AMRO was one of the first companies to announce that owners of certificates of preferred shares would have the opportunity to vote at the General Meeting of Shareholders. 2 spencer stuart

5 Meanwhile, following the corporate failure of Enron in 2001 in the US, investors worldwide were struggling with the reliability of corporate information and the effectiveness of modern corporate governance systems. Some Business Week estimates indicated that the Enron collapse alone accounted for a loss of $32 billion in stock market capitalisation in the US. In response to the crisis, Spencer Stuart published Boardrooms in a Post-Enron World, which provided practical guidelines on how could respond to the many changes in the corporate governance landscape following the introduction of the Sarbanes-Oxley Act. In response to high profile subsequent corporate failures, Dutch companies actively sought to improve relations with their shareholders with the introduction of proxy solicitation in the Netherlands. An increasing number of companies also started to follow the recommendations of the Peters Committee to give shareholders and holders of depository receipts the right to request Dutch boards to place items on the agenda of the General Meeting of Shareholders. Although the Peters Committee was celebrated as a landmark initiative to change corporate governance standards in the Netherlands, corporations were slow to embrace systemic changes. Despite the introduction of new disclosure standards, a 2001 Spencer Stuart study of 305 listed corporations in eight European countries revealed that limited information was disclosed by Dutch listed corporations compared with those in the United Kingdom with its long tradition of corporate governance reform. Dutch supervisory boards would dedicate on average one page to describe their corporate governance practices compared with seven pages of director remuneration disclosure in the United Kingdom. With the introduction of the Tabaksblat Code in 2003 and its revision in December 2008 by the Frijns Committee, it became standard practice for companies to disclose the backgrounds and the demographics of their. The 2004 Board Index already noticed that a majority of companies had established board committees and the number of board committees continued to increase. Most companies started to disclose the composition of their board committees and the number of hips was often limited to just one of the companies included in the Board Index. More information also became available on the remuneration of after a new law, the Wet Openbaarmaking Bezoldiging en Aandelenbezit Bestuurders en Commissarissen, was introduced in The Board Index also found significantly more information on the meetings and evaluation of, and the tenure of and their retirement schedules. netherlands board index

6 Introduction Moving fast forward to 2016, the Dutch are introducing new corporate governance standards with a revised version of the existing corporate governance code. Under the leadership of the van Manen committee, the new code focuses on the importance of long-term value creation, risk management, shareholder relations, a simple and transparent remuneration policy that promotes long-term value creation, and the development of a culture conducive to corporate governance. With the globalisation of financial markets, the traditional Dutch two-tier board model has changed. The number of corporations that have established board committees has increased dramatically, requiring to dedicate more time and resources to an increasingly limited number of hips. The Board Index has seen the introduction of the one-tier board system in the Netherlands and a greater emphasis on liability and internal control systems. Although still underrepresented on boards, women have continued to gain ground on boards over the last twenty years. With the introduction of the revised corporate governance code, more systemic changes can be expected. At Spencer Stuart, we continue to follow these developments in corporate governance closely, both in the Netherlands and globally, and stand ready to assist you through our global network of board and leadership advisory practices. Herman Krommendam HKrommendam@spencerstuart.com Han van Halder HvanHalder@spencerstuart.com 4 spencer stuart

7 Highlights of the 2016 Netherlands Board Index Non-executive of all companies included in the Board Index received an average of 77,000 in cash remuneration in Non-executive on AEX boards received nearly double ( 103,000) the cash remuneration of non-executive on AMX boards in 2015 ( 54,000). In 1996, non-executive received an estimated average of 42,000 Dutch Guilders, the equivalent of 19,059 in 1996 or 27,697 if corrected for inflation as of While two companies (4%) had established a nonexecutive risk committee in 2008, 18% of all boards in the Board Index (9 companies) currently have a type of risk committee. The Board Index did not find any non-executive chairman who also chaired the audit committee as of July 15, The opposite is noticeable for nomination committees where the Board Index found that 48.7% of the non-executive chairmen also chair the committee. In 1996, supervisory boards met on average six times annually. Twenty years later, supervisory boards meet nearly twice as often annually. 77,000 Average cash remuneration of nonexecutive 18% The percentage of boards with risk committees 0% The percentage of audit committees chaired by nonexecutive board chairmen 11.5 The average number of supervisory board meetings netherlands board index

8 Highlights of the 2016 Netherlands Board Index 7.5 years The average tenure of CEOs 96% The percentage of companies that do not meet the 30% gender rule 41 The estimated number of new female director recruits required to meet the 30% gender rule 36.9% The percentage of foreign on boards The average CEO of all companies in the Board Index has served 7.5 years as of July 15, 2016, a significant change from 4.8 years in The change is mainly due to the longer tenure of CEOs at AMX companies. CEOs of AEX companies serve an average of 5.8 years compared with an average of 8.9 years of CEOs at AMX companies. Forty-eight companies (96%) do not have 30% or more female representation on the Management Board and the Supervisory Board or the Board of (one-tier). In 2014, 92% of the companies (46) were not in compliance with the 30% gender rule. The Board Index estimates that a further 41 executive and non-executive board positions (9%) will need to be filled by female if 30% of the 458 board positions in the Board Index are to be occupied by female. More than one-third (36.9%) of all positions on boards of companies included in the Board Index are occupied by foreign in 2016 (compared with 42.1% in 2014 and 38.1% in 2012). 6 spencer stuart

9 Key indicators of the Netherlands Board Index The Board Index contains a set of indicators we follow to describe changes in board practices in the Netherlands. These include the composition, demographics and cash remuneration of executive and non-executive. Average number of All companies (50) AEX companies (20) AMX companies (22) Executive Non-executive Total number of Average number of by gender Male Female Nationality of Average number of Dutch Average number of foreign Board structure Two-tier boards One-tier boards Average number of board meetings One-tier board meetings Supervisory board meetings with management board Supervisory board meetings without management board These refer to meetings of the supervisory board, or parts of these meetings, when managing board members are not formally present. netherlands board index

10 Key indicators of the Netherlands Board Index Board committees All companies (50) AEX companies (20) AMX companies (22) Average number of board committees Number of companies with audit committee 46 (92%) 19 (95%) 21 (96%) Number of companies with remuneration committee 45 (90%) 19 (95%) 21 (96%) Number of companies with nomination committee 42 (84%) 19 (95%) 20 (91%) Number of companies with risk committee 9 (18%) 4 (20%) 4 (18%) Average number of committee meetings Audit committee meetings Remuneration committee meetings Nomination committee meetings Risk committee meetings Average cash remuneration ( 000) CEOs 2 1,565 2, Executive chairmen 929 1, Executive 867 1, Non-executive chairmen Non-executive See the definition section of the Board Index for the definitions of CEOs and executive chairmen. 8 spencer stuart

11 in the spotlight Female representation on the boards of major Dutch companies: the road to 30% by Annet Aris Steady progress but still a way to go This year s Board Index findings are encouraging with regard to female representation on boards. Since Spencer Stuart s last report in 2014, the percentage of female has increased by more than 4 percentage points: from 16.9% to 21%. The number of female non- executive board members in particular showed a strong increase, from 21.4% to 26.3%. Of these 50 companies, 18 passed the 30% threshold. The increase in the share of female executive board members is much more modest, rising from 6.8% in 2014 to 8.7% in 2016, and only seven of the 50 companies in the Board Index have more than 30% female executives. Despite the growth, some results are slightly more worrying. There are still 11 companies with no women on their boards at all, and only two out of the 50 companies have achieved more than 30% female representation on both the management board and the supervisory board. Furthermore, the gap between the representation of non- executive and executive females on boards has increased. And last but not least, the speed of growth seems to be too slow to achieve the Dutch government s target of 20% female representation in both executive and non- executive functions by 2019 and 30% by 2024, let alone the 40% target set by the EU. There is much debate on how to improve performance, though at the same time there is a feeling of frustration among the parties involved. Boards claim they are actively looking to appoint women, but say they cannot find the right profile and experience, especially for the executive positions. Headhunting firms feel that they are putting forward exciting female candidates, yet boards tend to be too hesitant and conventional. netherlands board index

12 in the spotlight The women themselves often feel that they are not given enough opportunity to prove themselves and so are under- promoted. The challenge is to break through this cycle of mutual recrimination and find a common way forward. There is no general recipe; however by breaking down the problem into concrete pieces there might be ways to achieve the 30 per cent target in the near term, at least for the AEX and AMX. Increasing the share of female non- executives At first sight this seems to be the easy part: the female non- executive share is already at 26.3% and the step to 30% seems small: in absolute numbers only 12 more female non- executive director appointments would be needed to bring the average share to 30%. However, to lift the share of every company above 30% would require 41 female appointments. These numbers do not at first sight seem staggering in a country with 8.5 million female inhabitants and one of the highest education levels in the world. The most obvious candidates have been recruited by early movers, so boards will have to be more imaginative in order to identify other candidates. The current tendency is to look for female board members abroad, but this doesn t necessarily make it any easier: other countries are also actively recruiting female board members, so the competition is high. Ironically, there seems to be an increasing number of Dutch women taking on foreign board positions, as well as the other way round. Although being a board member abroad can be interesting, it is also clearly more complicated than joining a board in one s home country, given the differences in board culture, corporate governance and language, as well as the geographical distance. This double diversity can be an additional challenge for women settling onto a board. The other option is to look into more unconventional backgrounds, considering not just women with a corporate career, but also those who have been successful in professional firms such as consultants, lawyers and accountants, as well as entrepreneurs and CEOs of mid- sized companies. This approach demands a more open mind on the part of the boards in question: they must demonstrate a willingness to increase the diversity of the board not only in terms of gender but also background. 10 spencer stuart

13 Increasing the share of executive female board members on small executive boards Achieving 30% women on executive boards is a much bigger challenge, as the requirements for the right type of experience are far narrower than for a non- executive role, where different backgrounds can and should enrich the board perspective. Currently there are 138 executive board members in the index, of whom only 12 are female. To bring the overall average to 30% one would need an additional 30 female executives, whereas 38 would be needed to bring the share above 30% in each company. The challenge is quite different for small and large executive boards. Of the companies featured in this Board Index, five have only one executive board member, namely the CEO. Twenty companies have just two executive board members, the CEO and CFO. Just five of these companies have female executive board members, two of whom are CEOs and three are CFOs. For the remaining 15, increasing the female share can probably most easily be achieved by appointing a female CFO when change falls due. The good news is that many women have chosen to specialise in finance and there is a good supply of experienced female CFOs. In practice, however, the curse of the excellent second candidate seems to prevail. Although not academically proven, there are many anecdotes of female candidate CFOs reaching the final round for a board position but in the end losing to a male candidate. Whether this is due to the lower qualifications of the female candidate or to the board feeling more uncomfortable with women who may have a different style or to a perceived greater risk of acceptance by the organisation and the financial community is difficult to say. However, it cannot be excluded that there might be systematic bias. Increasing the share of executive female board members on larger executive boards The remaining 25 boards featured in this Board Index each have three or more executives on the board yet there are only seven female executive board members among them. One company, Delta Lloyd, has two female executive board members; five other companies have one. The remaining 19 companies have no netherlands board index

14 in the spotlight female executive board member at all. An additional 30 female executives would be needed to achieve a share of at least 30% in each of these companies. Finding women for executive boards is difficult as the share of women in upper- middle management is already low. Also, many women run out of steam at exactly this point in their careers, as they become increasingly isolated and have been juggling many balls for many years. In addition, boards have little experience in assessing senior women precisely because there are so few of them: academic research shows that there are unconscious biases regarding management and communication styles of less well- known groups. The best way forward here seems to be to take special care of this small group, ensuring that its members feel accepted and supported by the company and are offered enticing opportunities to prove their worth. Female non- executive board members can play an important role in ensuring a more balanced assessment. Conclusion Although the companies featured in this Board Index represent only the tip of the iceberg with regard to female board membership, their symbolic value is great. The challenge to get to a 30% share in is significant, yet in absolute numbers it seems more manageable. To get there, we should stop hiding behind the usual arguments and address the challenge head on. More willingness to look for different professional profiles for non- executives, a fair chance for female CFO candidates in final rounds and more attention to and encouragement of female leaders in upper management would be good first steps. Annet Aris Annet Aris is adjunct professor of strategy at INSEAD and a board member of a number of publicly listed companies including Thomas Cook PLC, ProSiebenSat1 SE, ASML N.V., Jungheinrich AG and A.S.R. N.V. She is a weekly columnist on digital transformation and corporate governance in the Financieel Dagblad and the author of many articles and case studies on the media industry. 12 spencer stuart

15 About the Netherlands Board Index The Netherlands Board Index is a census of 50 mainly AEX and AMX companies listed on the Dutch segment of the NYSE EuroNext. Information on the composition and structure of boards, committees, board tenure and hips reflects in most instances the situation as of July 15, Information on board and committee meetings and remuneration reflects the situation as of December 31, Measured as of December 31, 2015:»» Board Meetings»» Board Committee Meetings»» Board Remuneration Measured as of July 15, 2016:»» Board Composition»» Female Representation»» Board Independence»» hips»» Board Tenure»» Term of Office»»»» Board Structure» Board Leadership» Board Committees Information in the Board Index is based on the 2015 annual reports that have been published in 2016, minutes and agendas of (extraordinary) meetings of shareholders, exchanges with corporations and Internet investor relations pages (last visited on July 15, 2016). Detailed information on the 50 boards in the Netherlands Board Index is available in the appendices. Composition of the Board Index The composition of the Board Index is determined by the composition of the AEX and AMX indices of the NYSE EuroNext as of July 15, 2016 of which most of the companies were included in this edition of the Board Index. This year s Board Index includes 20 AEX companies, 22 AMX companies, five ASCX companies and three other listed companies. The change in the composition of the Netherlands Board Index has been made in order to exclude those companies listed on the AEX and AMX indices with no or hardly any business activities in The Netherlands. netherlands board index

16 Board composition Board composition The number of This year s Board Index has examined a total of 458 board positions on the boards of mainly AEX and AMX companies as of July 15, A total of 297 non-executive occupy 320 positions on the boards of these companies (a director can have more than one position). This is an average of one board position per director. Executive occupy the other 138 positions. Most non-executive board positions examined by the Board Index (258 positions) continue to be on the 43 two-tier boards included in this year s Board Index. The remaining 62 non-executive board positions are occupied by on the seven one-tier boards included in the Board Index. Board size has stabilised This year s Board Index may indicate that the size of boards has stabilised after several years of boards reducing their number of. The total number of on management and supervisory boards of AEX companies is 10.8 in 2016 compared with 10.9 in AEX companies have on average 3.2 executive on their boards in 2016 compared with an average of 4.6 positions in One-tier boards have on average 9.7 non-executive compared with 7.2 supervisory board members on two-tier boards. The size of boards of AMX companies has been relatively stable since Board size and composition Executive Non-executive Overall AEX-listed companies AMX-listed companies 14 spencer stuart

17 The age of The average age of has remained stable over the years. Executive of the companies in the Board Index, regardless of their gender, are around nine years younger than non-executive. The average age of an executive director is 53.7 years. The average age of a non-executive director is Senior independent on one-tier boards are on average 66.7 years old. Age and gender of The age difference between male and female non-executive of all companies in the Board Index is 5.6 years in Female non-executive are on average 57.7 years old compared with the average age of 63.3 years for male non-executive. Female executive of all companies in the Board Index are 4.8 years younger than male executive. Average age of Male non-executive Female non-executive Male executive Female executive In AEX-listed companies In AMX-listed companies In all companies The number of foreign on boards of Dutch companies The Board Index found twelve companies with no foreign on their supervisory and management boards. They are 100% Dutch when it relates to the composition of the boards. While 20 years ago Dutch were mostly in the majority, market developments have internationalised the boards of listed companies in the Netherlands over the years. More than one-third (36.9%) of all positions on boards of companies included in the Board Index are occupied by foreign in 2016 (compared with 42.1% in 2014 and 38.1% in 2012). This number is higher for AEX companies: Foreign (executive and non-executive positions combined) occupy nearly half of the board seats on AEX boards as 45.1% of all director positions on AEX boards are foreign. netherlands board index

18 Board composition 20 years of the netherlands board index Foreign In 1996, the first Board Index surveyed chairmen of the top 50 supervisory boards of listed companies in the Netherlands and asked about the importance of non-executive international work experience. Although most boards at that time were composed of Dutch only, international work experience was seen as an important factor that would favour nomination to Dutch non-executive boards. A vast majority of 97% of the chairmen indicated that international work experience was an important aspect of board nomination. In addition, 53% of participating boards in the survey had discussed the nomination of foreign and a vast majority of chairmen (93%) foresaw more appointments of foreign non-executive in the next three years. Dutch companies have increasingly welcomed foreign to their boards over the last 20 years. Compared with 1996, when 63% of the supervisory boards did not have any foreign non-executive on their supervisory boards, most Dutch boards have become international. Currently, some 67% of supervisory boards in the Board Index have one or more foreign non-executive. These findings support the observation that while boards continue to be international in scope and character in the Netherlands, Dutch boards, especially those of AEX companies, may not see greater growth in the number of foreign in the near future. Statistical focus: Foreign The Board Index found 28 nationalities, with most foreign coming from the United States, United Kingdom, France, Belgium and Germany, in order of frequency. 16 spencer stuart

19 Nationality Total Executive Directcors Non-executive Australia 2 0.4% 1 0.7% 1 0.3% Austria 3 0.7% 1 0.7% 2 0.6% Belgium % 4 2.9% 16 5 % Canada 3 0.7% 2 1.4% 1 0.3% 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 2 0.4% 0 0% 2 0.6% Finland 1 0.2% 0 0% 1 0.3% France % 8 5.8% % Germany % 6 4.3% 8 2.5% Germany + United States 1 0.2% 0 0% 1 0.3% Greece 1 0.2% 0 0% 1 0.3% India 2 0.4% 1 0.7% 1 0.3% Ireland 1 0.2% 1 0.7% 0 0% Italy 3 0.7% 0 0% 3 0.9% Luxembourg 1 0.2% 0 0% 1 0.3% Mexico 3 0.7% 0 0% 3 0.9% Netherlands % % % Netherlands + United States 1 0.2% 1 0.7% 0% 0% Netherlands + United Kingdom 1 0.2% 0 0% 1 0.3% Portugal 1 0.2% 1 0.7% 0 0% Romania 1 0.2% 0 0% 1 0.3% netherlands board index

20 Board composition Nationality Total Executive Directcors Non-executive Singapore 2 0.4% 0 0% 2 0.6% Spain 2 0.4% 1 0.7% 1 0.3% Sweden 3 0.7% 1 0.7% 2 0.6% Sweden + United Kingdom + France 1 0.2% 1 0.7% 0 0% Switzerland 2 0.4% 0 0% 2 0.6% United Kingdom % 8 5.8% % United Kingdom + Ireland 2 0.4% 0 0% 2 0.6% United Kingdom + United States 1 0.2% 0 0% 1 0.3% United Kingdom + Turkey 1 0.2% 0 0% 1 0.3% United States % 2 1.4% % United States + Israel 1 0.2% 0 0% 1 0.3% Zimbabwe 1 0.2% 0 0% 1 0.3% Total: % % % Foreign non-executive On average, AEX companies continue to have significantly more foreign non-executive on their boards (3.7) than AMX companies (2.2). The percentage of foreign non-executive on AEX boards is 48% compared with 55.2% in The percentage of non-executive on AMX boards saw an increase from 31.1% in 2014 to 37.7% in Foreign executive AEX companies have twice as many foreign executive on their boards (1.2) as AMX companies (0.6). The percentage of foreign executive on AEX boards is 38.1% compared with 24% for AMX boards. 18 spencer stuart

21 The proportion of foreign on AEX and AMX company boards in percentages All non-executives Dutch Foreign Non-executives on AEX boards Non-executives on AMX boards All executives Executives on AEX boards Executives on AMX boards Women on boards of Eleven companies (22%) have no female representation either on the Management Board, the Supervisory Board or the Board of (one-tier). According to the Dutch Act on Management 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. Although the 30% rule is not obligatory by law, listed companies are required to explain in their annual report when the board does not pass the gender test. Women continue to gain ground on boards and an increasing number of companies have taken steps to nominate more female to their boards. Despite significant changes in female representation, most companies do not yet pass the 30% gender test. netherlands board index

22 Board composition Female representation overview companies with 30% female executive representation Company Number of Executive Nonexecutive Female % Female Female executive % Female executive Female nonexecutive % Female nonexecutive Akzo Nobel % 1 50% % Bam Groep % % % Delta Lloyd % 2 40% 2 25% Heineken % 1 50% % Post NL % 1 50% % USG People % 1 50% 1 20% Wolters Kluwer % 1 50% % Forty-three companies (86%) do not have 30% or more female executive representation either on the Management Board or the Board of (one-tier). In 2014, the Board Index found four companies that had at least 30% female executive on their boards. Although the majority of boards are working towards meeting the 30% threshold, the Board Index notices an increase of 75% of companies that meet the recommendation, as seven companies have at least 30% female executive as of July 15, spencer stuart

23 Female representation overview companies with 30% female non-executive representation Company Number of Executive Nonexecutive Female % Female Female executive % Female executive Female nonexecutive % Female nonexecutive ABN AMRO % % 3 50% Air France KLM % 0 0% % Akzo Nobel % 1 50% % ASML % 0 0% % Binck % 0 0% 2 40% DSM % 1 25% % Fagron % 0 0% % Fugro % 0 0% % Galapagos % 0 0% % Ing Groep % 0 0% % Philips % 0 0% % Post NL % 1 50% % RELX (Reed Elsevier) % 0 0% % Royal Dutch Shell % 0 0% % SBM Offshore % 0 0% % Tom Tom % 0 0% 2 40% Unilever % 0 0% 6 50% Vastned Retail % 0 0% 2 50% netherlands board index

24 Board composition Thirty-two companies (64%) do not have 30% or more female non-executive representation either on the Supervisory Board or the Board of (onetier). In 2014, the Board Index found nine companies with at least 30% female non-executive on their boards. In 2016, the Board Index indicates an increase of 100% of companies that meet the gender rule, as eighteen companies have at least 30% female non-executive executive as of July 15, Female representation overview companies with 30% female executive representation on both management and supervisory board Company Number of Executive Nonexecutive Female % Female Female executive % Female executive Female nonexecutive % Female nonexecutive Akzo Nobel % 1 50% % Post NL % 1 50% % In 2016, two companies (4%) have 30% or more female representation on the Management Board and the Supervisory Board. No one-tier board meets this criterion. In other words, forty-eight companies (96%) do not have 30% or more female representation on the Management Board and the Supervisory Board or the Board of (one-tier). In 2014, 92% of the companies (46) were not in compliance with the 30% gender rule. Despite the limited number of boards that meet the 30% gender test, the number of female on boards of the companies in the Board Index continues to increase. Women occupy 21% (96) of all 458 board positions (executive and non-executive positions combined) in the Board Index compared with 16.9% in 2014 and 10.6% in spencer stuart

25 Women on all boards as a percentage of all Based on all executive and non-executive board positions combined, the number of female on AEX boards has increased from 8.6% in 2006 to 25.1% in AMX boards saw female representation increase from 2.8% in 2006 to 19.6% in Women on boards as a percentage of all on AEX and AMX boards in the Board Index AEX boards AMX boards netherlands board index

26 Board composition More female non-executive Women occupy 26.3% (84) of all non-executive board positions (320) on boards of the companies compared with 21.4% in 2014 and 4.9% in 1996 (18 out of 368 non-executive hips). If calculated for AEX companies only, women occupy 31.6% of all non-executive board positions (25% in 2014) compared with 23.1% at AMX boards (16.3% in 2014) of companies included in the Board Index. More female executive Women hold 8.7% of all executive board positions on boards of the companies in the Board Index compared with 6.8% in 2014 and 4.3% in If calculated for AEX companies only, women occupy 9.5% of all executive board positions (6.3% in 2014 and 7.7% in 2010). While no female executive were found on boards of AMX companies in 2010, this year s Board Index identifies six executive on boards of AMX companies (11.1%) included in the Board Index. Despite this growth, a significant number of female executive will need to be elected if companies boards are to pass the 30% gender test. New female director recruits The Board Index estimates that 41 executive and non-executive board positions (9%) will need to be filled by female if 30% of the 458 board positions in the Board Index are to be occupied by female. New female and the 30% gender rule Position Female Percentage Number of female positions as 30% of total positions New positions to be filled by female Executive % (+34 in 2014) Non-Executive % (+28 in 2014) Total % (+62 in 2014) 24 spencer stuart

27 Conclusions»» A decrease of 26.6% of companies without female (4/15), as 11 companies have no female as of July 15, 2016 versus 15 companies in 2014.»» An increase of 75% of boards with at least 30% female executive (7/4), as 7 companies have at least 30% female executive as of July 15, 2016 versus 4 companies in 2014.»» An increase of 100% of boards with at least 30% female non-executive (18/9), as 18 companies have at least 30% female non-executive executive as of July 15, 2016 versus 9 companies in 2014.»» 96% of the companies (48) were not in compliance with the 30% gender rule as of July 15, 2016 versus 92% of the companies (46) in 2014.»» A barrier to compliance with the gender rule remains the limited number of female executive, although the number of boards with at least 30% of female non-executive has increased significantly over the last two years.»» One-in-five director positions (executive or non-executive) is occupied by a female director. Observations»» It took 20 years to increase the percentage of female non-executive from 5% in 1996 to 26.3% in 2016, based on 50 companies.»» It took 20 years to increase the number of boards with at least one female non-executive director from 34% (17) in 1996 to 78% (39) in 2016, based on 50 companies. netherlands board index

28 Independence and hips Non-independent are in the minority A minority of 41 (12.8%) of the non-executive director positions on boards of the companies in the Board Index are designated as non-independent in annual reports. These typically represent main shareholders and sometimes employees on one-tier boards. The number of non-independent non-executive compares with 10.2% in 2014 and 9.8% in Independent held 87.2% of the non-executive board positions in the Board Index as of July 15, Number of independent as percentage of the total number of non-executive Number of companies Average number of non-executive Average number of independent non-executive 30% to 40% % to 50% % to 60% % to 70% % to 80% % to 90% % to 100% Total: 87.2% Forty-one companies in the Board Index (82%) have a majority of 80% or more independent non-executive director. Only two companies have fewer than 50% independent non-executive. The Board Index found three companies (all with a one-tier board) with one senior independent board member (nearly 1% of non-executive director positions). Senior independent are not used on two-tier boards in the Netherlands. Note: The term non-independent is used for non-executive who do not meet the independence criteria of the Dutch corporate governance code or who are designated as such in the annual reports. 26 spencer stuart

29 20 years of the netherlands board index Board Independence In 1996, the appointment of former executive as non-executive of the same company was an important aspect of the corporate governance discussion in the Netherlands. The Board Index asked the chairmen of the top listed companies in the Netherlands their opinion about this aspect of board composition. Of participating chairmen, 74% favoured the appointment of former executive of the same company to the non-executive board. Through appointments of former executive of the same company, respondents indicated that the board can obtain more detailed information of the company while not formerly affiliated nonexecutive would benefit from the experiences of former executives. Respondents also valued the appointment of former executives as a means to support the companies cultures and to support the continuity of long-term strategic decisions. Although the majority of chairmen favoured the appointment of former executive of the company, some respondents indicated that executive should never be appointed to the position of chairman of the non-executive board. Others recognised that former executives should clearly understand the differences between executive management roles and the roles of the nonexecutive board when appointed to the non-executive board. The Board Index has seen a significant change in attitude over the years related to the nomination of former executives to the supervisory board. One supervisory board in the Board Index currently (2016) has a former executive board member of the company on the board as its chairman. Note: Among chairmen who supported former executive director nominations in 1996, five per cent had made the step from executive hip to non-executive membership themselves within the same company. netherlands board index

30 Independence and hips Limited board memberships per director Most non-executive (270 ) 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 50 companies surveyed. Only one non-executive director has a position on the boards of four companies included in the Board Index. Number of board positions per director Number of non-executive positions held Number of individual non-executive Number of non-executive positions % % % % % % % 4 1.3% Total: % % Note: 292 non-executive hold 320 non-executive hips or 1.1 per director in 2016 (1.1 in 2014 and 1.2 in 2012). For this analysis, only companies included in the Board Index have been used to calculate the number of nonexecutive hips. Positions on the 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 hips may be greater than reported in the Board Index. Chair positions are not counted double. Board tenure The average CEO has served 7.5 years as of July 15, 2016, a significant change from 4.8 years in The change is mainly due to the longer tenure of CEOs at AMX companies. CEOs of AEX companies serve an average of 5.8 years compared with an average of 8.9 years of CEOs of AMX companies. The average non-executive director and non-executive chairman serves one term of four years. Non-executive of AEX companies currently serve an average of 4.3 years on the board (as of July 15, 2016). 28 spencer stuart

31 Tenure by position Total Non-executive chairman Non-executive director CEO Executive chairman Executive director AEX Non-executive chairman Non-executive director CEO Executive chairman Executive director AMX Non-executive chairman Non-executive director CEO Executive chairman Executive director Note: The tenure is unknown for four non-executive chairmen and 19 non-executive. The tenure is also unknown for two CEOs, three executive chairmen and four executive. netherlands board index

32 Independence and hips Statistical focus: Board tenure Tenure (years) Total positions CEOs Non-executive chairmen Executive chairmen Non-executive Executive < Unknown Total: Average Average Difference AEX AMX spencer stuart

33 The table indicates that most (269) are serving their first term of four years in office. A total of 65 are in their first year of office. One hundred and eight are in their second term. Few director positions (16) are occupied for more than 12 years. Note: The Board Index could not determine the tenure of for 7% of 458 board positions as the end term of contracts was not disclosed by companies for these positions in the annual report and investor relations pages on the Internet. netherlands board index

34 Board structure The Board Index includes seven companies that are governed by a one-tier board. Although the number of boards with a one-tier structure is increasing slowly 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-consuming matter that takes considerable planning and adjustment. The Board Index includes the following companies with a one-tier board structure:»» Air France KLM»» Fagron»» Galapagos»» Hunter Douglas»» Relx (Reed Elsevier)»» Royal Dutch Shell»» Unilever The two-tier board model with a separate supervisory board and a management board remains the dominant model this year with 43 companies (86%) in the Board Index using this governance model. One one-tier board combines the positions of CEO and chairman. 32 spencer stuart

35 Board meetings Boards met 11 to 12 times annually in person and by conference call in These numbers are excluding additional board committee meetings may attend. On average, boards of all companies in the Board Index met 9.2 times in 2015 with executive being present. When meetings without executive are included, the average board met 11.6 times in Eleven boards met 15 or more times in One company with a one-tier board met 31 times, as it was involved in a restructuring and takeover process. Supervisory boards of AEX companies met more frequently than boards of AMX companies. Board meetings overview All AEX AMX One-tier boards: average number of meetings per year Two-tier boards: average number of meetings per year Supervisory board meetings with management board Supervisory board meetings without management board In 1996, supervisory boards met between two and 12 times and on average six times annually. Twenty years later, supervisory boards meet nearly twice as often annually. netherlands board index

36 Board committees The Board Index identified a total of 140 board committees that support with a variety of topics. The most popular committees are the remuneration, nomination and audit committees. 20 years of the netherlands board index Board Committees With the introduction of the Peters Corporate Governance Code in the Netherlands in June 1997, Dutch supervisory boards were formally recommended to appoint from its midst a selection and nomination committee, an audit committee and a remuneration committee. These committees submit reports on their findings and make recommendations to the full supervisory board. It was also the first time that companies were asked to report on the existence of such committees in their annual reports. Over the years, board committees have become a standard feature of corporate governance in the Netherlands, though in 1996, committees were used only by a minority of companies. Less than half of companies had an audit committee in 1996 and nomination committees were rarely used. Committees in 1996 Committees Number of companies with this committee Audit 18 Remueration 17 Nomination 3 Other 11 In 2016, 92% of all companies have board committees that perform the functions of the remuneration, nomination or the audit committee, either separately or in combination with another board committee. Most boards have established separate audit, remuneration and nomination committees. 34 spencer stuart

37 The remuneration committee Nearly all AEX (95%) and AMX (96%) companies in the Board Index have a remuneration committee or a committee that combines the remuneration committee function with another board committee. The nomination committee Compared with 1996, nomination committees also have become a standard feature of modern boards. In 2016, 95% of AEX and 91% of AMX companies in the Board Index have a nomination committee or a committee that combines the nomination committee function with another board committee. The audit committee A vast majority of boards of the AEX (95%) and AMX (96%) companies in the Board Index have an audit committee or a committee that combines the audit committee function with another board committee. Financial expertise on audit committees The Board Index found that 17 boards with an audit committee (37%) have disclosed that the audit committee has at least one non-executive financial expert as its member in 2016 (36.2% 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 the investor relations pages on the Internet. Board committee meetings Separate audit committees met an average of 5.2 times in 2015 (5 times in 2013). The average remuneration committee met 4.2 times in 2015 (4.1 times in 2013). Nomination committees met on average 3.8 times in 2015 (3.8 in 2013). Separate risk committees met on average 5 times in 2015 (4.8 times in 2013). netherlands board index

38 Board committees Meetings of three leading committees Total AEX audit committees AMX audit committees AEX remuneration committees AMX remuneration committees AEX nomination committees AMX nomination committees Note: Figures are based on board committees that are not combined. Number of committees Thirty-two (64%) boards have established at least three board committees. Four companies (8%) have not established any board committees as the board as a whole performs the functions of particular board committees. The number of committees per board Total number of committees Total Number of companies Total The average number of board committees at AEX companies in the Board Index is 3.5 in 2016 (3.4 in 2014) compared with 2.6 committees at AMX companies in 2016 and spencer stuart

39 Board committee leadership New to this year s edition of the Board Index is an analysis of board committee leadership. By analyzing whether board leadership (non-executive chairmen and vice-chairmen) also chair any of the three leading board committees, an interesting division of responsibilities becomes visible. The Board Index did not find any non-executive chairman who also chaired the audit committee as of July 15, The task of chairing the audit committee is delegated to a non-executive director who is not the chair of the board. The opposite occurs in nomination committees where the Board Index found that 48.7% of the non-executive chairmen of the board also chair the committee. Committee is chaired by: Committee Number Non-executive chairman of the board Non-executive vice chairman of the board Non-executive director on the board Audit 46 0 (0%) 6 (14%) 37 (86%) Remuneration 45 4 (9.5%) 9 (21.4%) 29 (69.1%) Nomination (48.7%) 5 (12.8%) 15 (38.5%) Note: Percentages are based on the number of committees for which the Board Index could determine the identity of the chair and vice chairs. For example, of the 45 remuneration committees in the Board Index, the leadership of three committees could not be determined. As such, the percentage of non-executive chairmen of the board who also chair the remuneration committee is 4/(45 3)=9.5%. Leadership positions were identified for 43 audit, 42 remuneration and 39 nomination committees (or committees that combine the function of these committees with another board committee). More information is available in the detailed tables on board committees. netherlands board index

40 Board committees Statistical focus: Committees Committees Committees Average meetings With audit responsibility 46 (92%) With remuneration responsibility 45 (90%) With nomination responsibility 42 (84%) With risk management responsibility 9 (18%) Americas Committee 1 2 Audit Committee Audit & Risk Committee Audit & Compliance Committee 1 7 Corporate Governance Committee Corporate Governance, Nomination & Selection Committee 1 5 Nomination Committee Nomination & Corporate Governance Committee Nomination & Governance Committee 2 7 Preparatory Committee 1 7 Quality & Regulatory Committee 1 5 Real Estate Committee 1 8 Remuneration Committee Remuneration & Management Resources Committee 1 6 Remuneration & Nomination (Selection) Committee Risk Committee 4 5 Risk and Capital Committee 1 5 Risk and Product Development Committee 1 5 Science and Technology Committee 1 4 Social Responsibility Committee Strategy Committee 1 - Strategy and Organisation Committee 1 4 Sustainability Committee 1 3 Technical Committee 1 4 Technology Committee 2 4 Trading and Risk Committee 1 2 Note: The Board Index found 26 different types of committees in 2016 (29 in 2014). 38 spencer stuart

41 Percentage of boards with a risk committee 18% 14% 12% 4% 2% More risk committees While only two companies (4%) had established a non-executive risk committee in 2008, 18% of all boards in the Board Index (9 companies) currently have a form of risk committee compared with 14% in 2012 and 12% in One-tier boards have more board committees One-tier boards have an average of three committees in 2016 compared with 3.3 committees in Two-tier boards average 2.8 committees in 2016 (2.9 in 2014). The average number of board committees Number of companies Total number of committees Average number of committees Minimum number of committees Maximum number of committees Total one-tier boards Total two-tier boards Total netherlands board index

42 Remuneration Remuneration Non-executive and non-executive chairmen Non-executive (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 Non-executive on AEX boards receive nearly double ( 103,000) the cash remuneration of non-executive on AMX boards in 2015 ( 54,000). Non-executive remuneration ( 000) All companies AEX AMX The average cash remuneration was 165,000 for non-executive chairmen of AEX boards in 2015, compared to 63,000 at AMX boards in Non-executive chairmen remuneration ( 000) All companies AEX AMX Note: The 2015 information is based on the cash remuneration of 32 non-executive chairmen and 186 non-executive. 40 spencer stuart

43 Executive, CEOs and executive chairmen Executive (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 867,000 in cash remuneration in 2015 ( 774,000 in 2013). Executive of AEX companies make nearly twice as much in cash remuneration than executive on boards of AMX companies. Executive director remuneration ( 000) All companies AEX AMX While some companies call their executive board leader the CEO, others use the term chairman of the board. The Board Index has measured the remuneration for both of these positions separately. CEOs of AEX companies received an average of 2,200,000 in cash remuneration in 2015 ( 1,785,000 in 2013) while CEOs of AMX companies received an average of 870,000 in cash remuneration in 2015 ( 782,000 in 2013). CEOs of AEX companies make more than twice as much in cash remuneration than CEOs of AMX companies. netherlands board index

44 Remuneration CEO remuneration ( 000) All companies AEX AMX Executive chairmen of AEX companies received an average of 1,427,000 in cash remuneration in 2015 ( 1,308,000 in 2013). Executive chairmen of AMX companies received an average of 765,000 in cash remuneration in 2015 ( 645,000 in 2013). Executive chairman remuneration ( 000) All companies AEX AMX Note: The 2015 information is based on the cash remuneration of 34 CEOs, 7 executive chairmen and 68 executive. 42 spencer stuart

45 20 years of the netherlands board index Board Remuneration In 1996, the disclosure of compensation in annual financial reports was usually limited to the total amount of board compensation. Often, disclosed figures included payments to former non-executive as well, making it difficult to determine individual remuneration. Detailed compensation disclosure was neither recommended nor enforced by stock exchanges and company laws in the Netherlands until 2002, when a new legislative requirement was introduced to include the amount of remuneration of each director in the company s annual financial statement. In general, non-executive chairmen in 1996 expected a growth of total director compensation in their near futures as a result of changing liabilities, increasing workload and board responsibilities. Since then, the Board Index has observed changes in the workload of non-executive as a result of the availability of fewer qualified and greater professional standards such as the financial expertise and independence requirements of. Despite limited remuneration disclosure in 1996, a survey ed by Spencer Stuart to the chairmen of the top 50 companies in the Netherlands provided an estimate of 42,000 Dutch Guilders as the average remuneration of non-executive (the equivalent of 19,059 in 1996 or 27,697 if corrected for inflation * as of 2015) compared with 77,000 in * Based on the inflation calculator of the International Institute of Social History, an institute of the Royal Netherlands Academy of Arts and Sciences (KNAW): netherlands board index

46 Definitions Definitions Board index composition and information sources The majority of AEX and AMX companies (20 AEX companies = 80% and 22 AMX companies = 88%) are included in this edition of the Netherlands Board Index which has the aim of focusing mainly on corporate governance practices in leading Dutch companies. The remaining eight companies were selected from the ASCX and other indices on the basis of revenues and headcount. The change in the composition of the Netherlands Board Index has been made in order to exclude those companies listed on the AEX and AMX indices with no or hardly any business activities in the Netherlands. The group of companies in the current version of the Netherlands Board Index provides a representative sample and a reliable picture of corporate governance practices in the Netherlands. It also allows for comparisons with previous Board Indexes. Information in the Board Index is based on the 2015 annual reports that have been published in 2016, minutes and agendas of (extraordinary) meetings of shareholders, exchanges with corporations and Internet investor relations pages (last visited on July 15, 2016). In case of differences between information derived from annual reports and companies official websites, the most recent information from the companies websites prevails. Board leadership While some companies call their executive board leader the CEO, others use the term chairman of the executive board. The Board Index has measured the remuneration and tenure for both of these positions separately. The term is used in the Board Index for the group of statutory executive and non-executive who have a position on the supervisory board, the management board or the board of (one-tier boards) of the 50 companies included in the Board Index. 44 spencer stuart

47 Executive The Board Index uses the term executive director for statutory members of the management board in two-tier boards and who are identified as such in the annual report of companies with a one-tier board and who do not occupy executive leadership positions (chairman or vice-chairman) on the board. Non-executive The term non-executive director is used for members of the supervisory board in companies with a two-tier board and who are identified as such in the annual report of companies with a one-tier board and who do not occupy non-executive leadership positions (chairman or vice-chairman) on the board. Independence The Board Index analysed whether a director was indicated as an independent director in annual reports regardless of their position (chairman, vice-chairman or common director). The Board Index did not attempt to determine whether met independence criteria if no such information was provided 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. Nationality Air France-KLM, Reed Elsevier, Royal Dutch Shell and Unilever are considered bi-national companies. For the purposes of the Board Index, all non-dutch at these companies are treated as foreign. Dutch with multiple nationalities are considered to be Dutch. Committees The Board Index uses the names of committees in annual reports to classify committees. For example, the Board Index found 43 audit committees, two audit & risk committee and one audit & compliance committee in annual reports. As a result, the total number of audit committees in the Board Index is 46. Board committee composition The 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 netherlands board index

48 Definitions 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 who were employed during the entire year from January 1, 2015 until December 31, The remuneration of who retired or who were appointed/elected in 2015 has not been used to calculate the average annual cash remuneration of. Remuneration includes cash components only including bonuses (paid in cash). Averages may fluctuate over the years as a result of changes in the composition of indices and the Spencer Stuart Board Index. Board positions One board position in the Board Index equals one seat on a board. A director can occupy more than one board position (hip). hips The 50 companies in the Board Index are used as a reference to calculate the number of hips of. Memberships on boards of listed and non-listed domestic and foreign companies other than those in the Board Index have not been included in the analysis. As a result, the average number of hips may be greater than reported in the Board Index. Board meetings The number of non-executive meetings is based on the total number of meetings 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 (one-tier boards) of the companies in the Board Index. 46 spencer stuart

49 The research team Herman Krommendam, 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. Cary Shoda, Keith Fryer and Alastair Rolfe (Spencer Stuart) were responsible for the layout and final editing of the Board Index. Electronic copies of the Board Index and other Spencer Stuart publications are available at 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, 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 Please contact Dr. Gregory F. Maassen if you would like to use Board Index data for research (gmaassen@gmail.com). Restrictions may apply. netherlands board index

50 International comparison 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 (beginning on page 54), we are publishing a chart comparing aggregated data from 14 countries (pages 50 53). All data is taken from individual country Board Indexes published by Spencer Stuart in (Denmark, Finland, Norway and Sweden s top companies are analysed together in the Nordic Board Index.) Composition information BELGIUM BeL20 + BelMid DENMARK OMX Copenhagen FINLAND OMX Helsinki FRANCE CAC40 GERMANY DAX30 ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other) NETHERLANDS Mostly AEX+AMX NORWAY Oslo Stock Exchange RUSSIA Top companies from Expert 400 SPAIN IBEX top companies by market cap SWEDEN OMX Stockholm SWITZERLAND SMI UK FTSE 150 USA S&P spencer stuart

51 International comparison footnotes General N/A = Not applicable A blank cell denotes that either the information is not available or we did not include it our research. Belgium 1 15 companies did not disclose whether they conducted a board evaluation. 2 The average of the sum of fixed fee plus attendance fee multiplied by the number of board meetings for each company (where a chairman fee is paid) 3 Same formula as footnote 2, with the number of committee meetings replacing board meetings (excludes 13 companies for audit committee, 12 for remuneration and 19 for nomination) Finland 4 Excludes 35 whose nationality was not disclosed 5 Excludes nine whose nationality was not disclosed 6 Figures based on committee meeting fees multiplied by the number of committee meetings 7 Includes CEOs who do not sit on the board France 8 Non- executive chairmen only 9 50% of remuneration and nomination committees are merged Germany 10 The Germany Companies Act states that all members of supervisory boards are considered independent 11 Average percentage of supervisory board members (excl. employee representatives) independent from a major shareholder Norway 16 Excludes 28 whose nationality was not disclosed 17 Excludes five whose nationality was not disclosed 18 Independence status of 38 was not disclosed 19 Includes CEOs who do not sit on the board Russia 20 Based on 14 companies Spain 21 Top 50 companies only 22 Includes both executives and non- executives 23 Based on 13% of companies, all constituents of the IBEX 35. Where remuneration and nomination committees are combined the average fee is 16,580 Sweden 24 Excludes 41 whose nationality was not disclosed 25 Excludes 39 whose nationality was not disclosed 26 Excludes 14 whose nationality was not disclosed 27 Independence/dependence of 3 was not disclosed 28 Includes CEOs who do not sit on the board Switzerland 29 Includes CEOs who do not sit on the board Netherlands 12 Includes meetings where only non- executive are present 13 Excludes combined chairman/ceo role on executive board of two- tier boards 14 Only includes non- executive hips on the boards of Dutch companies 15 Excludes attendance fees UK 30 Non- executive chairmen only 31 Based on 78 companies in the FTSE100 netherlands board index

52 International Comparison BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA NEW MEMBERS GENDER FOREIGN AGE BOARD GENERAL INFORMATION Size of sample Supervisory board/unitary board of Average number of board meetings per year % companies which conducted an external board evaluation 1/53 25/0 0/25 6/34 67/0 3/97 43/7 0/25 5/40 0/100 0/50 0/20 1/149 n/a % 1 20% 12% 23% 22.4% 29% 28% 12% 13% 21% 10% 5% 43.3% 3% Combined chairman and CEO 5.6% 0% 0% 55% 0% 18% 2% 13 0% 2.2% 66% 2% 0% 0.7% 52% % boards with senior independent director (SID) 0% 0% 0% 43% n/a - 6% 0% 15.5% 56% 2% 0% 99.3% 86% % of boards with vice/deputy chairmen 22% 100% 96% 68% - 40% 64% 52% 35.5% - 36% 30% 0.7% - Average board size (total) Average board size (excl. employee representatives) Average number of independent board members n/a n/a n/a 8 n/a 10.1 n/a % independent board members 44.8% 66.3% 83.1% 69% 60% % 60% 79.6% 18 32% 43% 63.7% 27 88% 61.1% 84% Average number of non- executive Average number of executive n/a Average age: all n/a Average age chairmen Average age CEO Average age: non- executive Average age: executive 54.9 n/a n/a n/a % foreign board members (all) 31.8% 38.9% 41% 4 35% n/a 9.4% 36% 29% % 15.3% 25.2% 24 60% 33.1% 8.1% % foreign non- executive 32.4% 39.1% 41.2% 4 38% 23.1% 9.2% 40% 29% % 18.2% 23.6% % 37.1% - % foreign executive 34.6% n/a n/a 15% n/a 3.9% 27% n/a 15% 5.1% 10% 50% 22.4% - Average number of nationalities represented on the board % female board (all) 27% 25.7% 29.9% 38.8% n/a 26.4% 20% 44.1% 7% 16% 36% 20.5% 24.4% 21.3% % female chairmen 5.6% 0% 4% 5% 4.5% 8% 2% 12% 0% 9.8% 4% 5% 4% 4.1% % female CEOs 6.8% 7.7% 0% 7 2.5% 0% 4% 4% 0% 19 0% 8.6% 8% 28 0% 4.9% 4.8% % female non- executive 29.6% 25.7% 30% 41% 26.4% 31.3% 26% 44.4% 7.9% 16.3% 38.2% 21.1% 29.9% - % female executive 12.3% n/a n/a 2% n/a 11.5% 8% n/a 3% 15.3% 9.4% 0% 8% - % boards with at least one female director 98% 96% 100% 100% 93% 99% 78% 100% 40% 83% 98% 95% 98% 98.3% % new board members 12.5% 10.9% 14.4% 14% 16.9% 17% 13% 17.2% 17.7% 14.9% 19.1% 10.5% 14.9% 6.6% % women among new board members % non- nationals among new board members 45.7% 36.8% 37.9% 51% 44.8% 41.6% 33% 42.3% 12.3% 23% 41.8% 31.8% 28.8% 32% 41.4% 36.8% 35% 5 45% 20.9% 16.2% 36% 40.9% % 23% 23.1% % 39.4% 8% 50 spencer stuart netherlands board index

53 International Comparison EXCOM REMUNERATION TENURE/RETIREMENT OTHER BOARDS Average number of boards per director (total) Average number of foreign boards per director % executive with an outside board % companies with a mandatory retirement age BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA % n/a n/a 59% 25.5% 52% - n/a 24.6% 11.9% 59.4% 50% 24.8% 43% 72.8% 59.2% 54.5% 72% % 11.3% - 50% 36.3% 32.6% % 80% 8% 33% 67.2% 4% - N/A N/A 23% N/A 55% n/a 73% Average mandatory retirement age N/A N/A 72.4 N/A 71.3 n/a 73.3 Average tenure (chairman and non- executives) Average retainer for non- executive 31,643 50,839 52,956 32, ,884 48,000-31, , ,571 53, ,410 88, ,776 Average total fees for non- executive 53,240 78,673 66,958 82, ,332 90,000 77,000 43, ,070 69, , , ,815 Average total fee for chairmen 123, , , , , , ,000 73, , ,159 2,148, , ,227 Average fee for audit committee membership Average fee for remuneration committee membership Average compensation for nomination committee membership 15, ,275 5, ,847 21,577 16,000 9, ,628-24, ,565 51,624 18,141 11,725 9, ,131 3, ,163 9 n/a 13,000 6, ,431-43, ,059 37,684 16,554 10,677 11, ,140 3, ,882 9 n/a 12,000 6, N/A - 44,589 N/A 36,410 13,014 8,060 Average board size of executive committee N/A % foreigners on the executive committee 35.9% 39.8% 34.5% 31% 24.9% 3% 26% 19.1% 10% N/A 27.4% 59.6% 36.8% 31 - % women on the executive committee 14.8% 11.5% 17.1% 14% 9% 6.1% 9% 20.4% 11.9% N/A 21.6% 7.4% 18.4% spencer stuart netherlands board index

54 Board composition board composition diversity age tenure Percentage of Executive are Female Average Tenure of Non- Executive Chairmen Committees (Meetings) Independent Percentage of Non-Executive are Female Female Non-Executive Number of Average Age of Non- Executive Average Age of Executive Total Board Meetings Meetings (Non- Executives only) Board Meetings (Executives and Non-Executives Combined) Percentage of all are Female Female Female Executive Foreign Non-Executive Foreign Executive Foreign Average Tenure of Non-Executive Average Tenure of Executive Non-Executive Board Model Index Senior Independent Executive Nationalities chairman Tenure CEO AALBERTS AEX Two Tier % 0 0% 0 0% : D(1) NL(6) ABN AMRO AEX Two Tier 3: A(11) RiC(5) RNC(5) % % 3 50% : NL(13) ACCELL GROUP AScX Two Tier 2: A(5) RNC(2) % 0 0% 0 0% : NL(8) AEGON AEX Two Tier 4: A(7) NoGc(6) Ri(5) Rm(6) % 0 0% 2 25% : CDN(1) F(1) NL(6) USA(2) AHOLD AEX Two Tier 3: A(5) N(4) Rm(5) % 0 0% 2 25% : GB(2) NL(6) USA(3) AIR FRANCE KLM AMX One Tier 3: A(5) NoGc(8) Rm(2) % 0 0% % : F(11) NL(4) AKZO NOBEL AEX Two Tier 3: A(6) N(3) Rm(4) % 1 50% % : F(1) FIN(1) GB(1) NL(4) S(1) USA(2) ARCADIS AMX Two Tier 3: ARiC(4) N(3) Rm(5) % 1 25% % : CDN(1) D(1) GB(3) NL(5) USA(1) ASMI AMX Two Tier 2: A(5) RNC(2) % 0 0% 0 0% : D(2) NL(4) ASML AEX Two Tier 4: A(9) N(3) Rm(5) TCH(6) % 0 0% % : D(3) F(1) NL(7) USA(2) BAM GROEP AMX Two Tier 3: A(4) N(3) Rm(3) % % % : B(1) NL(8) BE SEMICONDUCTOR AMX Two Tier 2: A(4) RNC(1) % 0 0% 1 20% : GB(1) MAL(1) NL(3) USA-GB(1) BINCK AScX Two Tier 3: A(4) Rm(5) RPD(5) % 0 0% 2 40% : B(1) NL(7) BOSKALIS AEX Two Tier 3: A(3) N(1) Rm(3) % 0 0% 0 0% : NL(9) BRUNEL AScX Two Tier 1: A(5) % 0 0% 0 0% : NL(6) CORBION (CSM) AMX Two Tier 4: A(5) N(7) Rm(7) SCTC(4) % 0 0% 1 20% : DK(1) GB(2) NL(3) NL- USA(1) DELTA LLOYD AMX Two Tier 4: A(6) N(9) Ri(5) Rm(5) % 2 40% 2 25% : B(1) D-USA(1) GB(1) NL(10) DSM AEX Two Tier 4: A(7) N(3) Rm(5) SusC(3) % 1 25% % : A(1) CH(1) NL(5) S-GB-F(1) SGP(1) USA(2) EUROCOMMERCIAL PROPERTIES AMX Two Tier % 0 0% % : F(1) GB(2) I(1) NL(3) S(1) FAGRON AScX One Tier 2: A(3) RNC(3) % 0 0% % : B(7) NL(3) FLOW TRADERS AMX Two Tier 4: A(3) RNC(1) TCH(2) TR(2) % 0 0% 0 0% : A(1) F(1) NL(6) FUGRO AMX Two Tier 3: A(5) N(3) Rm(4) % 0 0% % : AUS(1) CO(1) F(1) NL(7) USA-CDN(1) GALAPAGOS AMX One Tier 2: A(5) RNC(6) % 0 0% % : B(1) GB(3) NL(2) USA(1) GRANDVISION AMX Two Tier 3: A(4) N(1) Rm(5) % 0 0% 0 0% : CH(1) D(1) NL(3) P(1) USA(1) HAL Other Two Tier % 0 0% 0 0% : NL(8) HEIJMANS AScX Two Tier 3: A(5) N(2) Rm(1) % 0 0% 1 20% : NL(9) AmC AuC ARiC A CGC CGCRC Americas Committee Audit & Compliance Committee Audit & Risk Committee Audit Committee Corporate Governance Committee Corporate Governance, Nomination & Selection Committee NCG N NoGc Pre QR REC RNC Nomination & Corporate Governance Committee Nomination (& Selection or Succession) Committee Nomination (Appointments) & Governance Committee Preparatory Committee Quality & Regulatory Committee Real Estate Committee Remuneration & Nomination (Selection) Committee RMR Rm RiC RPD Ri SCTC SR Remuneration and Management Resources Committee Remuneration Committee Risk & Capital Committee Risk and Product Development Committee Risk Committee Science and Technology Committee Social (Corporate) Responsibility Committee StrO Str SusC Te TCH TR Strategy & Organisation Committee Strategy Committee Sustainability Committee Technical Committee Technology Committee Trading and Risk Committee 54 spencer stuart netherlands board index

55 Board composition board composition diversity age tenure Percentage of Executive are Female Average Tenure of Non- Executive Chairmen Committees (Meetings) Independent Percentage of Non-Executive are Female Female Non-Executive Number of Average Age of Non- Executive Average Age of Executive Total Board Meetings Meetings (Non- Executives only) Board Meetings (Executives and Non-Executives Combined) Percentage of all are Female Female Female Executive Foreign Non-Executive Foreign Executive Foreign Average Tenure of Non-Executive Average Tenure of Executive Non-Executive Board Model Index Senior Independent Executive Nationalities chairman Tenure CEO HEINEKEN AEX Two Tier 5: A(4) AmC(2) N(5) Pre(7) Rm(3) % 1 50% % : B(2) F(1) GB(1) GBTurkey(1) MEX(2) NL(5) USA(1) HUNTER DOUGLAS Other One Tier 2: A(0) Rm(0) % 0 0% 0 0% : L(1) NL(3) USA(1) IMCD AMX Two Tier 2: A(5) Rm(2) % 0 0% 1 20% : F(2) GB+NL(1) NL(4) ING GROEP AEX Two Tier 5: A(5) CGC(5) N(4) Ri(4) Rm(8) % 0 0% % : AUS(1) B(1) D(1) E(1) Ireland(1) NL(5) RO(1) INTERTRUST AMX Two Tier 2: ARiC(1) RNC(0) % 0 0% 1 20% : D(1) F(1) GB+Irela(1) NL(4) KPN AEX Two Tier 4: A(7) NCG(5) Rm(6) StrO(4) % 0 0% % : MEX(1) NL(10) NN GROUP AEX Two Tier 4: A(6) NCG(7) Ri(6) Rm(7) % 0 0% % : D(1) E(1) NL(6) USA(1) NSI (NIEUWE STEEN) AMX Two Tier 4: A(8) N(2) REC(8) Rm(2) % 0 0% % : NL(9) ORANJEWOUD Other Two Tier % 0 0% 0 0% : NL(5) PHILIPS AEX Two Tier 4: A(5) CGCRC(5) QR(5) Rm(6) % 0 0% % : D(1) GB(1) IND(2) NL(3) USA(2) USA-IL(1) POST NL AMX Two Tier 3: A(5) N(6) Rm(4) % 1 50% % : NL(8) RANDSTAD AEX Two Tier 3: A(5) RNC(3) Str(0) % 1 20% % : B(1) CDN(1) F(2) GR(1) I(1) NL(6) RELX (REED ELSEVIER) AEX One Tier 4: A(7) CGC(4) N(4) Rm(2) % 0 0% % : D(1) GB(4) NL(2) S(1) USA(2) ROYAL DUTCH SHELL AEX One Tier 4: A(6) N(7) Rm(5) SR(5) % 0 0% % : GB(3) NL(4) SGP(1) USA(3) SBM OFFSHORE AEX Two Tier 3: A(5) RNC(4) Te(4) % 0 0% % : F(4) GB(2) NL(5) USA(1) SLIGRO AMX Two Tier 2: A(4) RNC(4) % 0 0% 1 20% : NL(8) TKH GROUP AMX Two Tier 3: A(4) N(1) Rm(1) % 0 0% 1 20% : B(1) D(1) NL(6) TOM TOM AMX Two Tier 3: A(4) N(4) Rm(6) % 0 0% 2 40% : B(1) GB(1) NL(5) USA(1) UNILEVER AEX One Tier 4: A(8) NCG(10) RMR(6) SR(4) % 0 0% 6 50% : A(1) CN(2) DK(1) GB(2) I(1) NL(4) USA(2) ZW(1) USG PEOPLE AMX Two Tier 2: A(6) RNC(5) % 1 50% 1 20% : B(2) NL(5) VASTNED RETAIL AMX Two Tier 2: AuC(7) RNC(8) % 0 0% 2 50% : NL(6) VOPAK AEX Two Tier 3: A(5) N(4) Rm(4) % 0 0% 0 0% : NL(9) WERELDHAVE AMX Two Tier 2: A(5) RNC(2) % 0 0% % : B(1) NL(7) WOLTERS KLUWER AEX Two Tier 2: A(4) RNC(6) % 1 50% % : F(1) GB(1) GB+Irela(1) NL(3) USA(3) AmC AuC ARiC A CGC CGCRC Americas Committee Audit & Compliance Committee Audit & Risk Committee Audit Committee Corporate Governance Committee Corporate Governance, Nomination & Selection Committee NCG N NoGc Pre QR REC RNC Nomination & Corporate Governance Committee Nomination (& Selection or Succession) Committee Nomination (Appointments) & Governance Committee Preparatory Committee Quality & Regulatory Committee Real Estate Committee Remuneration & Nomination (Selection) Committee RMR Rm RiC RPD Ri SCTC SR Remuneration and Management Resources Committee Remuneration Committee Risk & Capital Committee Risk and Product Development Committee Risk Committee Science and Technology Committee Social (Corporate) Responsibility Committee StrO Str SusC Te TCH TR Strategy & Organisation Committee Strategy Committee Sustainability Committee Technical Committee Technology Committee Trading and Risk Committee 56 spencer stuart netherlands board index

56 Board remuneration executive non-executive Remuneration of Executive Chairmen Average Remuneration of Executive Remuneration of CEO Average Remuneration of Non-Executive Remuneration of Highest Paid Executive Director Remuneration of Lowest Paid Executive Director Remuneration of Highest Paid Non-Executive Director Remuneration of Lowest Paid Non-Executive Director Remuneration of Non-Executive Chairmen AALBERTS ABN AMRO ACCELL GROUP AEGON AHOLD AIR FRANCE KLM AKZO NOBEL ARCADIS ASMI ASML BAM GROEP BE SEMICONDUCTOR BINCK BOSKALIS BRUNEL CORBION (CSM) DELTA LLOYD DSM EUROCOMMERCIAL PROPERTIES FAGRON FLOW TRADERS FUGRO GALAPAGOS GRANDVISION HAL HEIJMANS spencer stuart

57 Remuneration of Executive Chairmen Average Remuneration of Executive Remuneration of CEO Average Remuneration of Non-Executive Remuneration of Highest Paid Executive Director Remuneration of Lowest Paid Executive Director Remuneration of Highest Paid Non-Executive Director Remuneration of Lowest Paid Non-Executive Director Remuneration of Non-Executive Chairmen HEINEKEN HUNTER DOUGLAS IMCD ING GROEP INTERTRUST KPN NN GROUP NSI (NIEUWE STEEN) ORANJEWOUD PHILIPS POST NL RANDSTAD RELX (REED ELSEVIER) ROYAL DUTCH SHELL SBM OFFSHORE SLIGRO TKH GROUP TOM TOM UNILEVER USG PEOPLE VASTNED RETAIL VOPAK WERELDHAVE WOLTERS KLUWER Remuneration in all cases means cash remuneration, and excludes shares, options and other benefits. netherlands board index

58 Audit committee Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings ABN AMRO A % 100% Yes M 11 ACCELL GROUP A % 100% V 5 AEGON A % 100% M AHOLD A % 100% M AIR FRANCE KLM A % 33% M AKZO NOBEL A % 100% M 6 ARCADIS ARiC % 100% Yes M ASMI A % 100% Yes M ASML A % 100% M BAM GROEP A % 100% V BE SEMICONDUCTOR A % 100% Yes M 4 BINCK A % 100% Yes M BOSKALIS A % 67% M 3 BRUNEL A % 100% Yes M 5 CORBION (CSM) A % 100% NA 5 10 DELTA LLOYD A % 100% Yes M DSM A % 100% M FAGRON A % 100% Yes M FLOW TRADERS A % 50% Yes M 3 FUGRO A % 100% V GALAPAGOS A % 67% M 5 5 GRANDVISION A % 100% M 4 HEIJMANS A % 100% V 5 HEINEKEN A % 75% M 4 60 spencer stuart

59 Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings HUNTER DOUGLAS A NA NA NA NA NA NA NA NA NA NA IMCD A % 100% V 5 ING GROEP A % 75% V INTERTRUST ARiC % 67% Yes M 1 15 KPN A % 67% M NN GROUP A % 100% Yes M NSI (NIEUWE STEEN) A % 100% M PHILIPS A % 100% M POST NL A % 100% M RANDSTAD A % 67% Yes M RELX (REED ELSEVIER) A % 100% M ROYAL DUTCH SHELL A % 100% M SBM OFFSHORE A % 100% M SLIGRO A % 100% M 4 TKH GROUP A % 100% Yes M TOM TOM A % 100% M UNILEVER A % 100% M USG PEOPLE A % 100% M 6 VASTNED RETAIL AuC % 100% NA 7 4 VOPAK A % 67% M WERELDHAVE A % 67% M WOLTERS KLUWER A % 100% M Audit committee names A Audit Committee ARiC Audit & Risk Committee AuC Audit & Compliance Committee Committee chairman is M Common member of the board V Vice-chairman of the board C Chairman of the board netherlands board index

60 Nomination committee Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings ABN AMRO RNC % 100% Yes V 5 ACCELL GROUP RNC % 100% Yes M 2 AEGON NoGc % 100% Yes C AHOLD N % 100% Yes C AIR FRANCE KLM NoGc % 67% M AKZO NOBEL N % 100% Yes NA 3 ARCADIS N % 100% Yes C ASMI RNC % 100% Yes M ASML N % 100% Yes NA 3 7 BAM GROEP N % 100% Yes C BE SEMICONDUCTOR RNC % 100% Yes V 1 BOSKALIS N % 50% Yes C 1 CORBION (CSM) N % 100% Yes V DELTA LLOYD N % 100% Yes M DSM N % 100% Yes C FAGRON RNC % 100% Yes M FLOW TRADERS RNC % 50% Yes M 1 FUGRO N % 100% Yes C GALAPAGOS RNC % 67% Yes C 6 GRANDVISION N % 50% Yes V 1 HEIJMANS N % 100% M 2 HEINEKEN N % 40% Yes C 5 ING GROEP N % 100% Yes C INTERTRUST RNC % 67% Yes M spencer stuart

61 Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings KPN NCG % 100% Yes C NN GROUP NCG % 100% Yes M NSI (NIEUWE STEEN) N % 100% Yes C PHILIPS CGCRC % 100% Yes C POST NL N % 100% Yes C RANDSTAD RNC % 100% Yes M RELX (REED ELSEVIER) N % 67% Yes C ROYAL DUTCH SHELL N % 100% Yes C SBM OFFSHORE RNC % 100% Yes M SLIGRO RNC % 100% Yes NA 4 TKH GROUP N % 100% Yes C TOM TOM N % 100% Yes C UNILEVER NCG % 100% Yes M USG PEOPLE RNC % 67% Yes M 5 VASTNED RETAIL RNC % 100% M 8 4 VOPAK N % 67% Yes C WERELDHAVE RNC % 100% Yes M WOLTERS KLUWER RNC % 100% Yes V Nomination committee names CGCRC Corporate Governance, Nomination & Selection Committee N Nomination Committee NCG Nomination & Corporate Governance Committee NoGc Nomination & Governance Committee RNC Remuneration & Nomination (Selection) Committee Committee chairman is M Common member of the board V Vice-chairman of the board C Chairman of the board netherlands board index

62 Remuneration committee Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings AEGON Rm % 100% Yes M AHOLD Rm % 100% M AIR FRANCE KLM Rm % 50% M AKZO NOBEL Rm % 100% Yes NA 4 ARCADIS Rm % 100% Yes M ASML Rm % 100% M BAM GROEP Rm % 100% Yes M BINCK Rm % 100% Yes C BOSKALIS Rm % 100% M 3 CORBION (CSM) Rm % 100% Yes V DELTA LLOYD Rm % 100% Yes V DSM Rm % 100% Yes M FUGRO Rm % 100% Yes C GRANDVISION Rm % 50% Yes V 5 HEIJMANS Rm % 100% M 1 HEINEKEN Rm % 50% Yes M 3 HUNTER DOUGLAS Rm NA NA NA NA NA NA NA NA NA NA IMCD Rm % 50% Yes M 2 ING GROEP Rm % 100% Yes M KPN Rm % 100% Yes M NN GROUP Rm % 100% Yes M NSI (NIEUWE STEEN) Rm % 100% Yes C 2 PHILIPS Rm % 100% Yes M POST NL Rm % 100% Yes V spencer stuart

63 Number of Non-Executive Total Number of Name of the Committee Who on the Board is Chairman of the Committee? Is Chairman of the Board a Committee Member? Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings RELX (REED ELSEVIER) Rm % 75% Yes M ROYAL DUTCH SHELL Rm % 100% M TKH GROUP Rm % 100% V 1 TOM TOM Rm % 100% Yes M VOPAK Rm % 100% Yes M UNILEVER RMR % 100% Yes V ABN AMRO RNC % 100% Yes V 5 ACCELL GROUP RNC % 100% Yes M 2 ASMI RNC % 100% Yes M BE SEMICONDUCTOR RNC % 100% Yes V 1 FAGRON RNC % 100% Yes M FLOW TRADERS RNC % 50% Yes M 1 GALAPAGOS RNC % 67% Yes C 6 INTERTRUST RNC % 67% Yes M 10 RANDSTAD RNC % 100% Yes M SBM OFFSHORE RNC % 100% Yes M SLIGRO RNC % 100% Yes NA 4 USG PEOPLE RNC % 67% Yes M 5 VASTNED RETAIL RNC % 100% M 8 4 WERELDHAVE RNC % 100% Yes M WOLTERS KLUWER RNC % 100% Yes V Remuneration committee names Rm Remuneration Committee RMR Remuneration & Management Resources Committee RNC Remuneration & Nomination (Selection) Committee Committee chairman is M Common member of the board V Vice-chairman of the board C Chairman of the board netherlands board index

64 Other committees Total Number of Is Chairman of the Board a Committee Member? Number of Non-Executive Percentage of Independent Percentage of Non-Executive Number of Independent Committee Member Remuneration ( 000) Committee Chairman Remuneration ( 000) Number of Committee Meetings Who on the Board is Chairman of the Committee? Name of the Committee ABN AMRO Risk & Capital Committee % 100% Yes NA 5 AEGON Risk Committee % 100% M ASML Technology Committee % 100% Yes M BINCK CORBION (CSM) Risk and Product Development Committee Science and Technology Committee % 100% M % 100% Yes M DELTA LLOYD Risk Committee % 100% Yes M DSM Sustainability Committee % 100% M FLOW TRADERS Technology Committee % 25% V 2 FLOW TRADERS Trading and Risk Committee % 50% M 2 HEINEKEN Americas Committee % 33% V 2 HEINEKEN Preparatory Committee % 25% Yes C 7 ING GROEP Corporate Governance Committee % 100% Yes M ING GROEP Risk Committee % 80% Yes M KPN Strategy & Organization Committee % 100% Yes M NN GROUP Risk Committee % 100% M NSI (NIEUWE STEEN) Real Estate Committee % 100% M 8 PHILIPS Quality & Regulatory Committee % 100% M 5 RANDSTAD Strategy Committee % 75% V 8 6 RELX (REED ELSEVIER) ROYAL DUTCH SHELL Corporate Governance Committee Social (Corporate) Responsibility Committee % 88% Yes C % 100% V SBM OFFSHORE Technical Committee % 100% Yes V UNILEVER Social (Corporate) Responsibility Committee % 100% M Committee chairman is M Common member of the board V Vice-chairman of the board C Chairman of the board 66 spencer stuart

65 Board Governance Trends: A Global View Spencer Stuart has launched a new one- stop online resource for the latest data in board composition, governance practices and director compensation among leading public companies in more than 20 countries. Board Governance Trends is an exclusive source of insight into the way board practices are changing around the world and how they compare across countries. and- insight/board- indexes Visit spencerstuart.com for more information. netherlands board index

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