Best practice

NIBC supports and applies the principles of the the Code and will continue to apply the Code. As per 31 December 2008, NIBC only partly complies with or deviates from best practices and principles as laid out in the Code in the following areas:

• Best practice provisions II.2.1 through II.2.3, which relate to depositary receipts and options granted to members of the Managing Board. In deviation from best practice provisions II.2.1 and II.2.2, the existing option plan described in note 55 provided for the granting of options, in which neither the granting nor the exercising of the options was conditional upon realising certain performance criteria. In deviation from best practice provision II.2.3, depositary receipts were awarded in the past which may be disposed of by the members of the Managing Board within five years from the granting thereof;
• Best practice provision III.2.1, which provides that the members of a Supervisory Board should be independent, except for one member. At 31 December 2008, NIBC had a Supervisory Board consisting of nine members, of which two (Mr. J.C. Flowers and Mr. R.S. Sinha) do not meet the independence criteria specified in the Code. Although three other members of the Supervisory Board have relationships with investors in the Consortium (Mr. N.W. Hoek, Mr. A. de Jong and Mr. D. Rümker), these three members, as well as the Chairman of the Supervisory Board (Mr. J.H.M. Lindenbergh) and three members nominated by the Employees’ Council (Mr. W.M. van den Goorbergh, Mr. C.H. van Dalen and Mr. A.H. Veenhof) meet the independence criteria mentioned in the Code. The supervisory board rules adopted by the Supervisory Board provide that certain important decisions made by the Supervisory Board require a simple majority including the supporting vote of at least one of the members of the Supervisory Board who is not nominated by the General Meeting (i.e. Mr. W.M. van den Goorbergh, Mr. C.H. van Dalen and Mr. A.H. Veenhof). If such a resolution does not have the supporting vote of such a member of the Supervisory Board, a new Supervisory Board meeting will be convened with at least 90 days’ notice, in which second meeting the Supervisory Board meeting will resolve on the relevant matter by a simple majority. In this connection, the authority to approve a material transaction with an affiliated party was delegated on 12 December 2006 to a subcommittee of the Risk Policy Committee of the Supervisory Board consisting of Messrs. Van den Goorbergh and Lindenbergh;
• Principle III.5 and related best practice provisions III.5.10 through III.5.13, which provide that a supervisory board of more than four members should establish a separate audit committee, a remuneration committee and a selection and nominating committee. NIBC has combined the remuneration committee and the selection and nominating committee in a combined Remuneration & Nominating Committee, which performs the tasks attributed by the Code to the remuneration committee, as well as the selection and nominating committee;

• Best practice provisions IV.4.1 through IV.4.3, which relate to the annual publication by NIBC on its website of information relating to NIBC’s voting policies as shareholder of listed companies, and the execution thereof. It is not NIBC’s policy to acquire shares in listed companies. Such acquisitions may occur occasionally as a side effect of transactions. NIBC does not want to emphasise its limited ownership of shares in listed companies and has therefore not formulated a voting policy in respect of such shares;
• NIBC applies best practice provision II.2.10, which provides that the remuneration report of a supervisory board should contain an overview of the remuneration policy including a description of performance criteria, insofar as the description of the performance criteria does not reflect commercially-sensitive information;
• NIBC considers itself to be in compliance with best practice provision III.7.2, which provides that any investment by a supervisory board member in shares of the company on whose supervisory board he serves is a long-term investment, as it believes that ordinary shares in its capital held, directly or indirectly, by Supervisory Board members are held by such members only by way of long-term investment.