Supervisory Director Independence
In connection with determining the independence of each Supervisory Director of the Company, the Supervisory Board
inquired as to any transactions and relationships between each Supervisory Director and his or her immediate family and the
Company and its subsidiaries, and reviewed and discussed the results of such inquiry. The purpose of this review was to determine
whether any such relationships or transactions were material and, therefore, inconsistent with a determination that a Supervisory
Director is independent, under the standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Corporate
Governance Code (the "Dutch Code"). Under the Dutch Code, the Supervisory Board is to be composed of members who are able
to act critically and independently of each other and of the Management Board.
Committees of the Supervisory Board
The Supervisory Board has three standing committees, the identities, memberships and functions of which are described
Audit Committee. The current members of the Audit Committee are Messrs. Michael Kearney (Chairman), Jan Willem Sodderland and Ms. Martha Carnes. The Audit Committee's principal functions, which are discussed in detail in its charter, include making recommendations concerning the engagement of the independent registered public accountants, reviewing with the independent registered public accountants the plan and results of the engagement, approving professional services provided by the independent registered public accountants and reviewing the adequacy of our internal accounting controls. Each member of the Audit Committee is independent, as defined by Section 10A of the Exchange Act and by the corporate governance standards set forth by the NYSE and, to the extent consistent therewith, the Dutch Code. Each member of the Audit Committee is financially literate and Mr. Kearney qualifies as an audit committee financial expert under the rules promulgated pursuant to the Exchange Act.
Compensation Committee. The current members of the Compensation Committee are Mr. Michael Straughen (Chairman) and Ms. Margaret Ann van Kempen. The Compensation Committee's principal functions, which are discussed in detail in its charter, include a general review of our compensation and benefit plans to ensure that they are properly designed to meet corporate objectives. The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and our senior executive officers, granting of awards under our benefit plans and adopting and changing major compensation policies and practices. The Compensation Committee also regularly discusses a succession plan for the Chief Executive Officer and other senior executive management. In addition to establishing the compensation for the Chief Executive Officer, the Compensation Committee reports its recommendations to the whole Supervisory Board for approval. Pursuant to its charter (see below), the Compensation Committee has the authority to delegate its responsibilities to other persons.
The Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. The consultant reports directly to the committee, which pre-approves the scope of the work and the fees charged. The Committee communicates to the consultant the role that management has in the analysis of executive compensation, such as the verification of executive and Company information that the consultant requires. A copy of the Compensation Committee charter may be found below.
Nominating, Governance and Corporate Responsibility Committee. The current members of the Nominating, Governance and Corporate Responsibility Committee of our Supervisory Board are Mr. Charles Dunlap (Chairman) and Ms. Lucia van Geuns. The Nominating, Governance and Corporate Responsibility Committee's principal functions, which are discussed in detail in its charter, include recommending candidates to the Supervisory Board for election or appointment as Supervisory Director and advising about, and recommending to the Supervisory Board, an appropriate set of corporate governance practices. Each member of the Nominating, Governance and Corporate Responsibility Committee is independent as defined by the corporate governance standards of the NYSE. The Committee operates under a written charter, which can be found below.
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Computershare Trust Company, N.A.
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