Code of Business Conduct and Ethics
Policy and Procedures for Contacts with Shareholders
Audit Committee Charter
Board of Directors
Powers, Composition and Function
It is the principal duty of the board of directors to exercise its powers in accordance with its fiduciary duties to the company and its stakeholders and in a manner it reasonably believes to be in the best interests of the company and its stakeholders. Under our articles of association and Dutch corporate law, the members of the board of directors are collectively responsible for the management, general and financial affairs and policy and strategy of our company. The board of director focuses on long-term value creation for the company and its affiliated enterprise, and takes into account the stakeholder interests that are relevant in this context. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. It is also the board of director’s duty to oversee senior management in the competent and ethical operation of the company.
While retaining overall responsibility, our board of directors has assigned certain of its tasks to permanent committees. Members of the permanent committees will be appointed by the board of directors. The board of directors will also determine the tasks of each committee. The board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which having the responsibilities and composition described below and in the attached charters:
Our audit committee will consists of three non-executive directors. Our board of directors has determined that two out of three members of our audit committee, including the chair of our audit committee, satisfy the requirements for independence under the rules of the New York Stock Exchange and the SEC. Each member of our audit committee should satisfies the financial sophistication requirements.
Our audit committee assists the board of directors in supervising, monitoring and advising the board of directors on financial reporting, risk management, compliance with relevant legislation and regulations and our code of conduct. It oversees the quality, integrity and preparation of our financial statements, our financial reporting process, our system of internal business controls and risk management, our internal and external audit process and our internal and external auditor’s qualifications, independence and performance. Our audit committee also reviews our annual and interim financial statements and other public disclosures, prior to publication. At least once per year, the non-executive directors who are part of the audit committee report their findings to the plenary board of directors. Our audit committee also recommends to our general meeting of shareholders the appointment of external auditors to audit the Dutch statutory accounts and board report. The external auditor attends meetings of the audit committee. The findings of the external auditor, the audit approach and the risk analysis are also discussed at these meetings.