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Corporate Governance

Principles

Brederode is committed to complying with the « ten principles pertaining to the management of companies as imposed by the Luxembourg stock exchange (3rd edition) » which were elaborated on the basis of European rules and regulations concerning companies and the latest evolutions in the field of management mentioned in the codes of conduct imposed by the major stock exchanges in Europe.
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Definitions

Articles of association: the amended articles of association of Brederode SA can be consulted on its website www.brederode.eu.
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Application of the recommandations

Insofar as the recommendations for the implementation of the good governance principles are concerned, the board of directors has taken into account the specifics of Bederode.
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Internal regulations

The board of director, composition, appointment of directors, duration and age limit, criteria pertaining to independence, representation, operation, assessment, remuneration.
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Executive directors

Role and internal regulation of the board of directors.
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Internal regulations of the audit, governance and risk management committee

The board of directors has established an audit, governance and risk management committee. Taking into account the size of the company and the specifics of its activities the board of directors does not deem it wise to establish an appointment and/or remuneration committee. The responsibilities which the ten principles normally reserve for the latter will be assumed by the board of directors.
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Secretary

The board of directors will appoint a secretary who is not a director.
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Regulation concerning financial transactions

Duty of information, closed and forbidden periods and publication of transactions.
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General meetings

During the meeting the executive directors will reply to any and all relevant questions, in particular questions relating to the annual reports and items on the agenda.
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Control structure

The board of directors will see to it that the majority shareholders uses his position in an intelligent manner and respects the interests of the minority shareholders.
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