6.10 Annex Peters Code 1997

profile;

independent;

accounts: information about supervisory board;

in supervisory board: at maximum 1 retired executive;

independent, no mandate;

not automatic re-nomination;

withdraw in case of insufficient functioning or conflicts;

inform chairman about conflicts of interest;

amount of board positions limited, but stimulate employees to accept outside functions;

member supervisory board not also on supervisory board of subsidiary;

shares of supervisory board should be long term and must be mentioned in accounts;

remuneration supervisory board not dependent on result;

no conflicts of interest;

special tasks for chair;

nominations committee, audit committee;

meeting schedule;

supervisory board discusses its composition, strategy and risks with management;

supervisory board discusses separately about its own functioning and evaluation of management board;

annual accounts to be accepted or rejected by general meeting of

shareholders (GM); 19b GM to accept policy and give discharge of the board as a separate point;

not allowed to have a permanent supervisory director with extra powers;

protocol for supervisory board for its relation to management board, works council and shareholders;

report to supervisory board, aims, strategy, risks, risk management, this report in accounts;

salary of management board in accounts;

shares and options for long term, shares and options in accounts;

not even an apparent image of conflict of interest allowed;

revaluation factor capital: also influence;

accountability to the general meeting of management and supervisory board;

supervisory and management board must enjoy trust of the general meeting;

discuss influence capital in general meeting;

request for agenda points;

investment analysis per sector;

efficient proxy system should be promoted;

if a party has acquired 50% there should be a mandatory bid for the remaining shares;

report in accounts;

see if accountant must investigate;

accountants advice on risk management;

supervisory board or audit committee discusses with accountant;

report rating agencies discussed in supervisory board;

committee suggests compliance to be monitored;

result of monitoring important for further discussion.