6.6 Annex Definitions with reference to pages

Managing director :

Dutch director who runs the business in a Dutch NV or BV, usually on a two-tier board. He represents the company. In Dutch: "directeur" or "statutair directeur". P 316, 322, 331, 344, 345

Supervisory director :

Dutch member of the supervisory board on a two-tier board. He only supervises and does not represent the company. In Dutch: "commissaris'. P 287, 306, 316, 319, 322, 338-342

Executive director :

UK, US or Dutch director in a one-tier board who runs the business. He represents the company. In Dutch: "uitvoerend bestuurder". P 49, 52, 161, 313, 329

Non-executive director

UK or Dutch director who is member of the board in a one-tier board. He has no management role, but is involved in monitoring and developing the plans and activities of the board and in decision making. In Dutch "niet uitvoerend bestuurder".In the UK they are usually called "NED". In the US most of the non-executive directors are called "independent directors", because the US emphasizes independence. P 48, 50, 59, 63, 64-72,313, 329

Independent director :

US non-executive directors who also are independent of management, the company and affiliated companies, according to the requirements of NYSE and NASDAQ. In the US there is a strong emphasis on the requirement of independence of directors. P 54, 126, 129, 163, 165-167, 169, 172, 180

Board

In the UK, US and the Netherlands a group of directors who either run the business and/or monitor the activities. It can be a board in a one-tier board company or a management board and a supervisory board in a two-tier board company. P 49-50, 60-62, 157-162, 306

Outside director :

In the UK, US and the Netherlands any director who does not run the business. This can be a nonexecutive director or an independent director on a one-tier board or a supervisory director on a two-tier board system. P 48, 50, 164, 310

Chairman of the supervisory board:

A Dutch chairman of a supervisory board in a two-tier system; in Dutch "president commissaris". P 348-353

Chairman :

In the UK, US and the Netherlands the chairman of a one-tier board and in the Netherlands the chairman of the supervisory board in a two-tier system. P 49, 73-80, 170, 188-193, 201, 348-353

Non-CEO chairman:

A chairman in a one-tier board system who is not also CEO. This term is used in the US to emphasize that the chairman is not also the CEO. P 188-193, 348-353

CEO :

Chief executive officer, who is leader of the executive team that runs the business. He is always a board member, either of the board in a one-tier system or of the management board in a two-tier system. P 49, 145, 161, 169, 170, 316

CFO :

Chief financial officer, who manages the finance of the business. He is member of the board in the UK, usually not a member of the board in the US and a member of the management board in the Netherlands in a two-tier system and usually member of a Dutch one-tier board. P 57, 161, 169, 323

Officer :

In the US each member of the executive or management team. Each officer in the US can represent the company. Of the executive team in the US usually only the CEO is member ofthe board. In the UK and the Netherlands the term officer is not used in law codes, but appears as part of the terms CEO, CFO, CRO, etc. P161-163,169

Executive session :

In the US a meeting of all independent or nonexecutive directors, without any executives present. This name is remarkable, because it seems to say the opposite of what it is. P 162, 164