These rules were prepared on 26 January 2004 on the basis of article 5.2. of the rules of the supervisory board.
Article 1
Responsibilities
1.1. Notwithstanding article 5.1 of the supervisory board's rules, the selection and appointment committee shall advise the supervisory board in relation to its responsibilities and shall prepare resolutions of the supervisory board in relation thereto.
1.2. The responsibilities of the selection and appointment committee shall include:
- preparing the selection criteria and appointment procedures for members of the company's supervisory board and the executive board;
- periodically evaluating the scope and composition of the executive board and supervisory board, and proposing the profile of the supervisory board in relation thereto;
- periodically evaluating the functioning of individual members of the executive board and supervisory board and reporting the results thereof to the supervisory board;
- proposing the (re-)appointments of members of the company's executive board and supervisory board;
- supervising the policy of the executive board in relation to the selection and appointment criteria for senior management;
- periodically evaluating the company's corporate governance and reporting the results thereof to the supervisory board.
1.3. The selection and appointment committee shall prepare and publish a report of its deliberations and findings.
Article 2
Composition, expertise and independence of the selection and appointment committee
2.1 The selection and appointment committee shall consist of a minimum of three members.
2.2 Without prejudice to article 3.3 of the supervisory board's rules, the following requirements must be observed in composing the selection and appointment committee:
- all of its members must be independent within the meaning of article 3.3 under d) of the supervisory board's rules, with the exception of no more than one member;
- none of its members, with the exception of no more than one member, may (simultaneously) be member of the executive board of any listed Dutch company other than the company.
Article 3
Chairman
Subject to article 2 of these rules, the selection and appointment committee shall appoint one of the committee members as chairman. The chairman shall be primarily responsible for the proper functioning of the selection and appointment committee. He/she shall act as the spokesman of the selection and appointment committee and shall be the main contact for the supervisory board.
Article 4
Selection and appointment committee meetings (committee calendar, participants, minutes)
4.1 The selection and appointment committee will meet at least once a year and whenever one or more of its members have requested a meeting. Selection and appointment committee meetings are generally held at the offices of the company, but may also take place elsewhere.
4.2 Members of the executive board shall not be invited to participate in the meetings of the selection and appointment committee, unless the selection and appointment committee determines otherwise.
4.3 Selection and appointment committee meetings shall be convened by the member(s) requesting the meeting. Where this is practically possible, notices convening a meeting and the agenda of items to be considered and discussed therein shall be dispatched seven working days before the meeting and sent to each member of the selection and appointment committee.
4.4 Minutes of the meeting shall be prepared by the secretary of the company. They shall generally be adopted in the next meeting of the selection and appointment committee. If all members of the committee agree on the contents of the minutes they may be adopted earlier. The minutes shall be signed for adoption by the chairman and shall be dispatched to all members of the supervisory board as soon as practically possible.
Article 5
Rules of the rules of the supervisory board applicable
Articles 1.1, 1.2, 10.1, 10.2, 16 and 17 of the rules of the supervisory board shall apply mutatis mutandis to these rules.