To clarify Acomo s corporate governance policy the following introductory comments are relevant:

Transcription

1 Amsterdam Commodities N.V. Corporate Governance Statement The English version of the Corporate Governance Statement is a free translation of the official Dutch text. In case of doubt or conflict, the Dutch text is leading. Introduction The Management Board and Supervisory Board of Amsterdam Commodities N.V. ( Acomo or the Company ) adhere to the Principles and Best Practice guidelines of the Dutch Corporate Governance Code (as amended from time to time). Management and Supervisory Board consider sound corporate governance as essential for the performance of their duties in the best interest of the Company. The Acomo Corporate Governance Statement (the Statement ) was first adopted by the Shareholders on 16 June 2004 and was last modified by the General Meeting of Shareholders on 7 May The Statement is not a summary or repetition of the Best Practice guidelines of the Dutch Corporate Governance Code (the Code ), but describes the specific corporate governance policy of Acomo. The basic policy is that the Best Practice guidelines apply, unless a deviation from the guidelines is reported if the Company believes it has reasons for deviating from the Code. The corporate governance policy, including the associated relevant regulations and reports, is periodically assessed and evaluated. Changes to the Code and recommendations of the Monitoring Commission Dutch Corporate Governance are thereby taken into account. To clarify Acomo s corporate governance policy the following introductory comments are relevant: A. Corporate culture: Acomo started as a plantation company. Acomo s predecessor, Rubber Cultuur Maatschappij Amsterdam, was founded in 1908 and was one of Europe s largest plantation companies until the late 1960s. In 1982 the Group transformed itself into a trading company in primarily tropical agricultural commodities. Acomo acquired reputable family owned companies that had been successful for decades or even century-long. Acomo s long history shaped the Group s current corporate culture, in which traditional family values such as responsibility, independence, discipline, loyalty and hard work play a key role. The preservation of this corporate culture is an important intangible asset which inspires the Management Board and the Supervisory Board in their management of the Company. B. Legal structure of the group: Acomo and its subsidiaries (the Group ) consist of a number of operational (trading) companies which operate separately from one another and largely independently. The Company is the holding company of the Group. One share in the Company is equal to one vote. There are no voting right restrictions in the Articles of Association and the shareholders have direct control in the Company s affairs through the Shareholders Meeting. Acomo is not a structure regime company, has not issued any certified shares and there is no anti-takeover mechanism. This means that the main original objectives of the Code, namely to promote checks and balances between the various corporate structures of Dutch listed companies and to give more control and decision power to the shareholders were already in force within the Company long before the Code came into effect. C. Horizontal and decentralised management model:. The relatively limited size of the Group allows for effective and direct control over the Group s activities and the related risks without a layered and expensive management structure. Consequently some of the recommendations arising from the Code are less relevant. D. Human resources and the importance of long-term relationships: The lasting success of the Group is primarily due to the quality and commitment of our management teams and employees. Our results must therefore be seen as the confirmation of their ability to purchase the right quantity and quality of agricultural products worldwide in ever-changing circumstances, by correctly anticipating the harvests and developments of various agricultural products, by anticipating on changes in eating habits and thereby meeting the customers demand. Since product expertise and market knowledge can only be gained after many years of active trading experience, long-term relations with our employees, managers, directors, supervisory board members and external advisors are of critical importance to the success of the Group. In addition to the Statement, the following Company documents contain relevant information relating to our corporate governance policy: the Articles of Association, the Code of Conduct for the Management Board and the Supervisory Board and the annual report. These documents are published on the Company s website, 1

2 1. Structure of the Group and Corporate Governance policy Activities of the Group Acomo is an international group of companies active in the worldwide purchasing, processing and distribution of food commodities and ingredients for the food industry. The product range comprises more than 300 products, including spices, nuts, dried fruits, tea, seeds (especially sunflower seeds) and natural food ingredients. The Group buys and sells in more than 90 countries. Reliability and contract security are the leading factors in the relations with our suppliers, customers and other business partners. The activities of the Group are currently being carried out by the (100%) subsidiaries Catz International B.V. (Rotterdam, spices, dried fruit, nuts), Tovano B.V. (Maasland, nuts and dried fruits), Van Rees Group B.V. (Rotterdam, tea), Red River Commodities Inc. (Fargo, USA, sunflower seeds) Red River van Eck B.V. (Zevenbergen, edible seeds), King Nuts B.V. (Bodegraven, nuts), Snick EuroIngredients N.V. (Beernem, Belgium, ingredients) and Tefco EuroIngredients B.V. (Bodegraven, ingredients), as well as by their subsidiaries in the Netherlands and abroad. Role of the Company The Company is the holding company of the Group which holds the shares in, and has legal control over its subsidiaries. Acomo has been listed on NYSE Euronext Amsterdam since The holding company is intentionally being kept small, flexible and cost-efficient. The Company s main tasks are: managing its investments in its subsidiaries; assessing and monitoring effective risk management and control systems with regard to the subsidiaries activities, including the compliance with laws and regulations in the various countries where the Group operates; setting and implementing the Group s strategy, including merger, acquisition and disposal activities, taking into account acceptable levels of risks relating to the strategy and relevant aspects of corporate social responsibility. ensuring the financing of the Group s strategy and trading activities; managing the holding and assisting the subsidiaries in the areas of IT, human resources, finance, legal, tax and other matters; encouraging synergies through knowledge sharing between the subsidiaries, including implementing best practices in the context of risk management; carrying out all the obligations and (legal) responsibilities which apply to a listed holding company, including the implementation and monitoring of effective corporate governance and socially responsible business policies, the preparation of annual and other periodic reports, consolidation, audit, PR and IRactivities, and maintaining contacts with shareholders, AFM, Euronext and other authorities. Role of the (trading) subsidiaries The subsidiaries carry out the Group s trading, processing and distribution activities in their own name and for their own account. They operate to a large degree independently under the responsibility of their own management. Each subsidiary has specific financial- and trading limits including maximum levels of stock position and debtors. The larger subsidiaries are supervised by their own supervisory board. These can include members of the Company s Management Board and/or Supervisory Board. Exceptions on the application of the Dutch Corporate Governance Code Acomo applies the Principles and Best Practice guidelines of the Code with the exception of the following provisions: II.1.1: Considering the critical importance of long-term relationships, as clarified in point 4 of the Statement, the Company has, at this moment, no maximum term of office for its Management Board members. On the other hand the board members contracts can be terminated in writing at any time by the Supervisory Board and/or a majority of the Shareholders, subject to a six months notice period. The Company consists of a small management team and the group structure is flexible, direct and horizontal. For more than 25 years the Management Board of Acomo consisted of one person. Since May 2011 the Management Board consists of two statutory directors. The task of the Management Board is to implement the mission, objectives and (long-term) strategy of the Company as described in the Best Practice guidelines. In the future new Management Board members will be appointed for a maximum period of office in accordance with the Code, namely for a four years term with the option of renewal for periods of four years each. 2

3 II.2.3 Remuneration policy Level and structure of variable remunerations. Point 4 of the Statement sets out the considerations with regard to the remuneration policy of Management Board members. Long-term aspects are not explicitly defined. The employee share option plan approved by the Shareholders in 2010 and in which Management Board members participate, inherently has a long-term effect. III.2.1: Independence of Supervisory Directors. International experience and expertise in activities which are relevant to Acomo are the most important criteria in the composition of the Supervisory Board; extensive experience in the field of trade and distribution of food commodities is scarce. This means that at this moment, more than one member of the Supervisory Board is not independent in the sense of the Code. Details and further explanation of this deviation are contained in point 3 of the Statement. III.3.5: Maximum term of office and number of terms of Supervisory Board members. Acomo believes that extensive (trading) experience and expertise in the field of trade of food commodities are of critical importance for the performance of the Supervisory Board members and determine the evaluation of their performance during their term of office. Given the scarcity of candidates with relevant expertise, in combination with the required training period to supervise and understand essential elements of the activities, Supervisory Board members are appointed for a period of six years. In addition, there is no maximum term of office for Supervisory Board members. A Supervisory Board member can be reappointed for a new period, after careful consideration, where the number of years that a Supervisory Board member is already active is explicitly taken into consideration. III. 4.3 and 5.1: Deputy chairman and Company secretary. In view of the size of the Group and the associated size of the Supervisory Board, there is no deputy chairman of the Supervisory Board and no formal Company secretary. The role of Company secretary is currently being performed by the managing director. III.6.5: Rules for the ownership of other securities. The rules for the ownership and transactions by Executive- and Supervisory Board members in securities other than those issued by the Company are described in point 7 of this Statement. These rules are less restrictive than could be interpreted from a strict reading of the Code. IV.3.1: Webcasting. Webcasting of presentations to investors and analysts is not offered by Acomo in view of the size of the Group. V.3.3: Internal audit function. In view of the size of the Group there is no internal audit function. 2. Group strategy and financial objectives Group strategy: Focus on Food The Group seeks to create shareholders value through long-term sustainable growth of the Earnings per Share. This is pursued by maximising opportunities in the international sourcing, trade, processing and distribution of (niche) food commodities, food ingredients and semi-finished products for the food industry. Acomo s critical success factors are its worldwide sourcing capabilities, absolute reliability of contracts, effective risk management, operational excellence and socially responsible entrepreneurship. The Group strategy is implemented through an active two-tier policy: In the first place, Acomo creates value within and through its subsidiaries through diversification of the product range, geographies and sales channels; up- and downstream integration in the value chain; strengthening the ties with suppliers and customers worldwide; and acquisitions of related activities. Security of supply of increasingly scarcer products and food safety requirements are the main reasons to actively pursue further expansion in the value chain, both upstream through partnerships with, and providing services to plantations and farmers; as well as downstream with the production of semi-finished products and logistical solutions for the industry and large distributors. The risks associated with the worldwide (trading) activities are being managed within the Group s financial possibilities. We encourage people to take responsibility and develop new initiatives, which can eventually lead in growth of the Group s activities; Secondly, Acomo actively pursues the acquisition of leading companies in niche food commodities and ingredients for the food industry, with a successful management track record and contributing to the Earnings per Share of Acomo. We are specifically interested in businesses which operate in niche and fragmented markets and where the Group s trading and financial expertise can add value and growth. We apply strict selection criteria since the Group does not want to compromise its own high profitability and other achievements and values. Financial objectives Among the financial objectives of the Company and its subsidiaries are: maintaining the Group s traditionally strong dividend policy. This policy means that a substantial share of the annual net profit is paid out to the shareholders in cash every year. In recent years the pay-out ratio has been around 60%. This percentage is subject to the free cash flow, the solvency and also depends on the investment opportunities of the Group; achieving an annual net profit of more than 15% of the shareholders equity, in the long term; 3

4 safeguarding and strengthening the capability to generate future profits by maintaining a strong balance sheet and healthy financial ratios. We aim to maintain a consolidated solvency of around 40%, which target can be waived temporarily in case of a substantial acquisition, with a minimum of 30%; maintaining adequate credit lines to ensure the financing of the subsidiaries (trading) activities at all times, regardless of the price volatility in the international commodities markets. 3. Supervisory Board and Management Board The Supervisory Board of the Company carries out its tasks and duties in accordance with the Law. The task of the Supervisory Board is to supervise the Management Board and the general course of affairs of the Group and to support the Management Board with advice. In the fulfilment of its tasks, the Supervisory Board looks in the first place at the interests of the Group, taking into consideration the fair interests of all parties concerned. The Supervisory Board thereby also takes into consideration the relevant aspects of corporate social responsibility. The Supervisory Board is responsible for the quality of its own performance. The desired Profile of the Supervisory Board is set out below. The Code of Conduct for the Supervisory Board is published on the Company s website, Profile of the Supervisory Board The composition of the Supervisory Board of the Company is aimed at its proper functioning in the specific corporate governance structure of the Group, particularly taking into account the close relations between the Supervisory Board and the Management Board of the Company and the managements of its subsidiaries. In this perspective, experience and expertise in the areas where the Group is active are the most important criteria. Experience in international business and proven managerial skills, preferably in purchasing, marketing, processing and distribution of food commodities, are required. Specific expertise in financial, economic and (Dutch) social matters needs to be present, as well as affinity with international trade and client focus. In the manner of its composition, the Supervisory Board seeks to group a variety of experts who complement each other and provide a good balance of ages and genders. A conscious attempt is made to appoint several Board members who are still fully active, particularly in the business community. The Supervisory Board shall, to the maximum possible extent, take the above guidelines into account when considering appointments to the Board. The Company adheres to the Best Practice guidelines of the Code and the Act on Corporate Management and Supervision ( Wet Bestuur en Toezicht ) with regard to the maximum number of Supervisory Board mandates a Supervisory Board member may hold and with other incompatibilities regarding the appointment of candidates as member of the Supervisory Board. Potential conflicts of interest between the Company and Supervisory Board members are being avoided. The Supervisory Board is responsible for the decision process about how to deal with possible conflicts of interest of Management Board members, Supervisory Board members, (major) shareholders and the external auditor in relation to the Company. Considering the nature and the size of the Group s activities, the Company s policy deviates from the Code in following aspects: a. In view of the importance of long-term experience and expertise and given the scarcity of Supervisory Board candidates with in-depth knowledge of food commodities, requiring a longer than usual training period, the members of the Supervisory Board are appointed for a period of six years and can be reappointed without limitation. b. Not all members of the Supervisory Board can currently be considered as independent as defined in the Code. Mr. B. Stuivinga is senior partner of the law firm Greenberg Traurig, the Company s legal- and tax advisor. Messrs Y. Gottesman and J. Niessen are both (indirectly) connected with one of the Company s shareholders. The Supervisory Board nonetheless believes that Mr. Gottesman s experience in international commodity trading and Mr. Niessen s specific financial expertise are of great value to the Company and its shareholders and that they are and will remain fully independent in carrying out their duties. c. In the Company s view, expertise and experience are more important that formal independence criteria, especially when it is obvious that independence is not an issue in the performance of the monitoring tasks by the respective member of the Board. The Company is therefore maintaining the composition of the Supervisory Board. Regarding newly appointed members of the Supervisory Board the aim is to explicitly follow the relevant recommendations of the Code in respect of independence. 4

5 The Management Board The Company consists of a small management team. Between 1982 and 2011 the Management Board of Acomo consisted of one statutory director. At the General Meeting of 25 May 2011 a financial director was appointed who is also a statutory director. The managing director and the financial director together make up the Management Board of the Company. The managing director also acts as Company Secretary as described in the Code. The task of the Management Board is to manage the Company, which includes the responsibility for the performance of the Group, the implementation of the Company s role, objectives and strategy, within the risk profile relating to the strategy and taking into account corporate social responsibility aspects which are relevant for the Company. Any form and appearance of a conflict of interest between the Company and the Management Board members is being avoided. Decisions to enter into transactions involving potentially conflicting interests on the part of Management Board members which are of (material) significance for the Company and/or the respective Management Board members require the approval of the Supervisory Board. The Company s Articles of Association and the Code of Conduct for the Management Board include most of the Code s Principles and Best Practice provisions insofar as they apply to a two person Management Board. The Code of Conduct is published on the Company s website Specific matters related to the Management Board members are: Share options for the Management Board: The General Meeting of Shareholders approved a share option plan on 27 May 2010 aiming at the long-term retention of key managers and employees of the Company and its subsidiaries, including the members of the Management Board. The conditions for granting and exercising the options comply with the Code s Best Practices. Further details of the option plan are set out in the Company s annual report. Shares owned by the Management Board: The Company does not grant shares free of charge to Management Board members. Members of the Management Board can acquire shares in the Company on Euronext Amsterdam subject to Acomo s Code for the Prevention of Insider Trading which is published on its website. The acquisition, ownership and sale of shares must be reported in accordance with the law and are also reported in the Company s annual report. Appointment of Management Board members for a fixed term: The contract of the current managing director is the continuation of a contract concluded in the past (1987) and for an indefinite term. The contract of the financial director is also for an indefinite period. In the future, newly to be appointed members of the Management Board will be appointed for a term of four years, renewable. The contracts can be terminated at any time in writing by the Supervisory Board and/or a majority of the shareholders, subject to a 6-months notice period. In the absence of termination for cause, a pre-agreed termination payment of up to one year fixed remuneration will be payable. 4. Human Resources and remuneration policy Human Resources represent the most valuable asset of a trading company. The nature of our activities requires extensive knowledge and years of experience with products and markets. The resulting long-term relationships with both customers and producers create value for the Group. Our trading and distribution teams and our back-office staff together represent a wealth of expertise and knowledge. The Group therefore puts great value to long-term relationships with employees, management, Supervisory Board members, directors and external advisors. There are few or no time limitations - contractual or otherwise - in the relationships between the Group on the one hand and its employees, supervisory directors, directors and external advisors on the other hand. Whenever possible, senior management positions are being filled from within the Group and young talent is nurtured and encouraged. The Supervisory Board is responsible for appointing the Company s statutory directors (subject to the General Meeting s approval) and setting their remuneration. At subsidiary s level, this responsibility is held by the Management Board of the Company, under the supervision of the subsidiaries respective supervisory boards. The management has always proven to be very loyal and the Group s track record in terms of retaining key employees is excellent. There has therefore rarely been ground for appointing new and/or additional management board members. Therefore the Company has not had the need to formulate a general remuneration policy. The Supervisory Board s annual remuneration report is relatively brief in the absence of material changes year on year. 5

6 Remuneration policy The level and structure of the remunerations within the Group are such that people with the required expertise and qualifications can be recruited and retained. In determining the individual remunerations, the effect on the remuneration levels within the Group is taken into account. The total remuneration consists generally of a fixed element and a variable element linked to the annual profit before taxes of the respective entity. The fixed salaries are in line with market salaries. Managers, traders and other personnel of the subsidiaries can earn an annual profitsharing compensation based on a fixed percentage of 10% to 15% of the profit before taxes of the (trading) company in which they are employed. This remuneration structure is fairly common in international commodity trading firms. The absence of explicit long-term remuneration criteria is explained by the fast and very short-term cycle of the trading activities. This clear and simple remuneration structure has significantly contributed to the success of the Group because it strongly focuses on profitability and the related management of the risks and costs related to the activities. All employees are therefore highly committed to the success of the Group. In practice, the absence of any form of subjective profit-sharing calculation has proven to contribute in maintaining the family business culture of Acomo. Over the past 20 years we have had a very low personnel rotation. In return, Acomo expects 100% loyalty, honesty, dedication and a high degree of professionalism from all its employees. Scenario analysis The remuneration of the Management Board also consists of a fixed and a variable element based on objective targets which are evaluated each year by the Supervisory Board. Evaluation criteria include the level of the annual net profit of the Group, the sustainable growth of the Earnings per share and the achievement of the Group strategy. Directors shares The Company does not grant free share options or other profit-related instruments to members of the Supervisory Board as part of their remuneration. The Company does not provide loans or guarantees or similar instruments to Supervisory or Management Board members. The need to reclaim variable remuneration(s) awarded on the basis of incorrect financial information has never occurred. The remuneration of the Management Board and the Supervisory Board is detailed in the Annual report of the Company. 5. Whistleblowers rules The Supervisory Board has adopted so-called Whistleblowers rules as described in the Code with effect from 15 April The Management Board regularly informs the Group employees about the content of the scheme and ensures that irregularities can be reported without endangering the legal (employment) relationship of the Whistleblower. A copy of the Whistleblowers Scheme is published on the Company s website. 6. Risk profile of the Group s activities Risk policy Within our organisation the Company Management Board and Supervisory Board share the final responsibility for managing and controlling business risks, achieving the Group s (financial) objectives and ensure compliance with the Corporate Governance policy and the Law in general. They are also responsible for a financial information system which ensures that a reasonable degree of assurance is provided concerning the accuracy and completeness of the financial information. Risk management of the daily (trading) activities and decisions is an integral part of the responsibility of every trader and manager. The effectiveness hereof is further strengthened by the strong sense of individual and collective responsibility which is embedded within the Group s corporate culture. Risk management within the Group is carried out on the basis of procedures which have been approved by the Company Management Board and Supervisory Board. The Group s overall risk management focuses primarily on the unpredictability of commodity and financial markets and is aimed at minimising the potential impact of negative market developments on the Group s financial position and results. Identifying, evaluating and hedging risks is primarily done by the operating companies of the Group. The Management Board and the managements of the operating companies apply procedures which cover specific risk areas including exchange rate risks related to foreign currencies, interest rate risks, credit risks, the use of financial instruments such as derivatives and liquidity management. The most important risks arising from the trading activities and the Group s risk management and 6

7 control systems are described in the Company s annual report. This description is not exhaustive and risk management and control systems do not offer an absolute guarantee against future losses or mistakes. The daily risk management is further strengthened by a system of internal reporting about, and monitoring of the activities, trading and financial positions and results. These measures and procedures are intended to give a reasonably degree of assurance to the effect that significant risks are identified and controlled as much as possible in accordance with the applicable laws and regulations. Risk profile Acomo and its subsidiaries encounter both general business risks and specific market- and financial risks in their daily activities. General business risks include customers credit risks, exchange rate risks and liquidity risks. Specific risks relating to the sourcing, trading, processing and distribution of food commodities include: agricultural developments, including weather conditions, harvests, long-term planting cycles etc., which affect the availability, quantity and quality of the products; price volatility, both long-term and short-term, of the various commodities, depending on supply and demand. Price volatility, in terms of both scale and speed, and either long-term or short-term, has a direct impact on the value of the subsidiaries product positions (long or short). Price fluctuations also affect the behaviour of contract counterparties, particularly with regard to the correct execution of signed, but not yet delivered contracts (counterparty risk); food safety aspects and recall risks with regard to imported and delivered products; availability of experienced and professional traders and other staff; political and economic developments in producing countries, usually tropical countries, which can affect both the availability of products and the reliability of supply; economic cycles in purchasing countries, which can impact the demand for our products; currency fluctuations, particularly fluctuations of the USD, in which most of the world s commodities are traded; logistical factors, both the availability and cost of transport and storage capacity; availability of financing and interest rates developments. The Company own risks relate to the performance of its subsidiaries, the exchange rate risks associated with investments expressed in foreign currency and the risk related to the successful implementation of the Group strategy. In addition, the Company guarantees loans of subsidiaries and has filed liability disclaimers at the Trade Register of the Chamber of Commerce for some of its Dutch subsidiaries. Each of these risks individually can have a significant impact on the annual net profit of the Company and its subsidiaries. It is not possible to quantify the effect of each individual risk on the consolidated or statutory results. The subsidiaries manage these risks continuously using various tools, such as: up-to-date and complete market information; traceability of the products and extensive, state-of -the-art laboratory testing (internal and external) in order to ensure food safety; all our subsidiaries are HACCP-certified, and also have various other certifications related to their specific activities; diversification of the purchases across many countries of origin and reliable suppliers; diversification of the product range; diversification of the industries which are being supplied; research of the solvency and/or the credit insurance of customers; hedging contracts, such as commodity future contracts (if available), currency exchange contracts and interest rate derivatives; long-term contracts with suppliers, customers and shipping companies; strong balance sheet and financial ratios; human resources and remuneration policies aimed at rewarding talent, responsibility and success; trading guidelines for each company and daily internal control on these, aimed at limiting risks with regard to position taking (overall and per product) and with regard to countries, suppliers and customers. In recent years the Group has been successful in managing the various risks inherent to its trading activities and has been (very) profitable. Nonetheless it is not possible to guarantee that past results will be continued in the future. Nor can it be guaranteed that the activities will not be (materially) affected by one or more of the risk factors described above. 7. Code for the prevention of Insider Trading The Company adopted a Code for the prevention of Insider Trading on 16 October These regulations were updated and adapted to new statutory and regulatory provisions on 15 April 2004 and 30 September The full text of the Acomo Regulations is available on the Company s website. 7

8 The provisions relating to the ownership of and trading in securities of Dutch listed companies as recommended by the Code are as follows: A Management or Supervisory Board member will inform the Compliance Officer on a quarterly basis in writing of his holding (and changes thereto) of securities related to Dutch listed companies, for whom he, at the time of a transaction regarding such securities, serves as a member of the management or supervisory board or in which he has a conflict of interest which is of material significance. The statement as described in this provision will be made using the forms provided by the Compliance Officer. This provision shall apply correspondingly to the spouse of a Management Board member or a Supervisory Director, his relative up to the second degree and persons having a common household with a Management Board member or a Supervisory Director. Based on the consideration that a position on the Management Board or Supervisory Board of the Company does not by definition provide insider knowledge of other Dutch listed companies, and that there are general rules of law preventing insider trading (including the obligation for listed companies to draw up regulations on the prevention of insider trading in their own securities), the Company considers the provision set out above to be adequate and in the spirit of the Code, despite the fact that the provisions of these regulations are less restrictive than would follow from a strict reading of the Code. 8. The General Meeting of Shareholders One share is equal to one vote. There are no voting right restrictions in the Articles of Association and the shareholders have a direct say in the Company s affairs through the General Meeting. Acomo is not a Structure Regime Company, has not issued certificates of shares and there is no other protection mechanism. There are no financing preference shares. This means that the main original goals of the Dutch Corporate Governance Code, namely to encourage sound checks and balances between the various corporate Managing stakeholders of Dutch listed companies and to give more control and decision-making power to the shareholders have been achieved. Appointment of Supervisory Board members and Management Board members. The General Meeting can decide by simple majority to remove the binding nature of a proposal to appoint or to dismiss a Management Board member or Supervisory Board member (see further the Articles of Association). Private bid on a business unit or a subsidiary. If a serious private bid is issued for a business unit or a subsidiary, the value of which exceeds the limit specified in the Civil Code, the Management Board of the Company will promptly communicate its position and the motivation thereof to the public. Separate items on the agenda. The General Meeting decides about the annual appropriation of the profit and the dividend. The proposals are discussed and recorded as separate items on the agenda. Discharge to the Management Board for its management and to the Supervisory Board are handled and voted upon as separate items on the agenda. The agenda for the General Meeting specifies what items are for discussion only and what items will be put to vote. Registration date. The Company will set a registration date for the exercise of voting and meeting rights in accordance with the relevant legal and regulatory provisions. Proxy voting. To the extent possible and permitted, the Company will enable shareholders to vote by proxy and communicate with the Company. The Code's recommendation that shareholders be enabled to vote remotely is not practical in view of the size of the Company. The Company Articles of Association provide for the appointment of one shareholder to sign the minutes of the General Meeting together with the Chairman of the Supervisory Board. So far no objections to this procedure have been expressed to the Management Board. The Company therefore does not believe that the Articles of Association need to be amended in this regard, and shall continue to monitor the shareholders interests in this regard. Information to shareholders and analysts. The Company follows the Code s Best Practices with regard to the provision of information to shareholders, analysts and the media. The Company does not organise analyst meetings and/or presentations. Explanations and company presentations to analysts and/or investors take place as much as possible immediately after the publication of annual or half-year figures. No confidential information is shared which has not previously been made public. Analysts reports and relevant press reviews and interviews are published on the Company s website, provided that approval has been obtained from the analyst or journalist concerned. Analyst reports are not assessed in advance by the Company other than for fact-checking. Rotterdam, 25 March 2013 Management Board and Supervisory Board 8