Corporate governance structure

Best Practices

Transparency
TenCate acknowledges the importance of transparency in business operation. The company therefore applies the Dutch Corporate Governance Code (‘the Code’) in almost every respect.

The following points are those in respect of which the Code is deviated from. The paragraph numbers refer to the best practice provisions or principles of the Code:

II.1.1 An Executive Board member is appointed for a maximum term of four years.
A member may be reappointed for a maximum term of four years at a time.
TenCate respects the contractual arrangements that were already in place with Executive Board members when the Code was introduced. The provision will be applied to future contracts with Executive Board members.

II.2.8 Maximum remuneration in the event of dismissal of Executive Board members.
The contractual arrangements that were already in place with Executive Board members when the Code was introduced are respected. The provision will be complied with in the case of new contracts.

III.3.2. At least one member of the Supervisory Board shall be a financial expert within the meaning of the Code.
The financial specialisation required by the Code is available collectively within the Supervisory Board.

III 3.5 A person may be appointed to the Supervisory Board for a maximum of three four-year terms.
Mr Deiters was nominated and appointed to the Supervisory Board for a fourth four-year term in April 2010. The Supervisory Board nominated him for a fourth term on an exceptional basis, with the support of the Executive Board, since the Supervisory Board considers that Mr Deiters’ profile fits very well with TenCate and that he is unique with regard to his knowledge and experience (as a former entrepreneur) in the textile industry.

III.5. Establishment of three key committees of the Supervisory Board.
The Supervisory Board has established an audit committee and a combined nomination, remuneration, selection and appointments committee. This is deemed appropriate having regard to the size and composition of the Supervisory Board.

III.5.7 At least one member of the Audit Committee shall be a financial expert.
The financial specialisation required by the Code is available collectively within the Audit Committee.

IV.1 Full participation of shareholders in the decision-making in the General Meeting of Shareholders.
Shareholders are offered an opportunity to vote remotely. However, for practical and cost reasons, they are not yet given an opportunity to communicate remotely with all other shareholders.

V.3. Internal audit function.
The audit function is entrusted fully to the external auditor. Moreover, regular operational audits are conducted in operating companies on the instructions of the Executive Board, or of the Director of Finance and Administration. Internal audits are also conducted in the context of the environmental policy, overall business operation, safety, continuity and damage prevention.

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