Corporate Governance: Introduction

Stork B.V.
Stork B.V. is a limited liability company according to Dutch Law, with its corporate seat in Amsterdam, the Netherlands. Because of Stork’s size, the Dutch rules to statutory two-tier entities (‘structuurvennootschap’) are applicable.

Storks corporate structure changed considerably during 2008. A public bid by a consortium led by Candover Partners Limited Ltd on the shares of Stork N.V. resulted in the delisting of Stork N.V. from Euronext Stock Exchange on 20 February 2008. As a result of this public to private transaction, a corporate restructuring took place, which involved amongst others the change from Stork N.V. into a B.V., followed by an upstream merger between Stork B.V. and the bidding company, London Acquisition B.V.

The shares in the Stork Group are indirectly held by funds managed by Candover, Eyrir Invest and management participation funds.

Since Stork B.V. is no longer a listed company, the Netherlands Corporate Governance Code is not applicable to Stork B.V. Nonetheless; Stork’s corporate governance practices are in conformity with most of the best practice provisions of the Code.

General Meeting of Shareholders
In accordance with the articles of association of Stork B.V., the General Meeting of Shareholders has the power to determine the number of managing and supervisory directors, to adopt the remuneration policy of the Board of Management and to determine the remuneration of the Supervisory Board members. The approval of the General Meeting of Shareholders is furthermore required for resolutions of the Board of Management about an important change of the identity or the nature of the company.

Board of Management
The Board of Management of Stork B.V. is responsible for the management of Stork, which means, among other things, that it is responsible for achieving the company’s targets, strategy and managing the risks inherent in the business activities. The Board of Management is accountable to the Supervisory Board and to the General Meeting of Shareholders. The Board of Management is guided by the interests of Stork as a whole and its business, taking into consideration the relevant interests of all those involved in Stork.

The Board of Management is responsible for complying with all relevant legislation and regulations, for managing the risks associated with Storks activities and for the financing of the Company. The Board of Management is appointed by the Supervisory Board and consists of at least three members. As of 2008 (new) members are appointed for a period of four years and can immediately qualify for re-appointment.
They can be dismissed (and suspended) by the Supervisory Board.

The Board of Management needs the approval of the Supervisory Board for a number of decisions in accordance with the law and the articles of association.

Supervisory Board
The Supervisory Board has the task of supervising the policy of the Board of Management and the general course of affairs of the Company and the business connected with it. The Supervisory Board supports the Board of Management with advice. The responsibility for the discharge of its duties rests collectively with the Supervisory Board. The Supervisory Board consists of at least five members and are appointed by the General Meeting of Shareholders upon nomination of the Supervisory Board. One third of the members of the Supervisory Board are nominated upon recommendation of the Works Council, unless the Supervisory Board objects to the recommendation based on the expectation that the recommended person will be unsuitable for the performance of the duties or that the Supervisory Board will not be suitably composed.
The members are appointed for a period of four years but can immediately qualify for re-appointment, up till a maximum period of twelve years or upon reaching the age of seventy. The remuneration of the members of the Supervisory Board are determined by the General Meeting of Shareholders.

In performing its duties the Supervisory Board acts in accordance with the interests of the Company and the business connected with it, taking into account the interests of the Company’s stakeholders. Members of the Supervisory Board carry out their duties in accordance with the law. The Supervisory Board is responsible for the quality of its own performance. The Supervisory Board has drawn up an outline profi le of its size and composition. The outline profile is available on written request to the Company for the attention of the Company Secretary.

The supervision of the Board of Management by the Supervisory Board includes: (i) the achievement of the Company’s objectives; (ii) the company strategy and risks inherent in the business activities; (iii) the structure and operation of the internal risk management and control systems; (iv) the financial reporting process; and (v) compliance with the applicable legislation and regulations.