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.

The principles are as follows:

Principle 1 – management system

The company adheres to a clear and transparent management system on the basis of which it ensures the publication of relevant documents.

Principle 2 – tasks of the board of directors

The board of directors is entrusted with the management of the company. It acts as a board in the interest of the company and serves any and all shareholders, since it must ensure the long-term guarantee of the company.

Principle 3 – composition of the board of directors and specialized committees

The board of directors is composed of competent, honourable and informed persons. They are elected taking account the specifics of the company. The board of directors will also establish specialized committees necessary for the correct implementation of its tasks.

Principle 4 – Appointment of directors and executive officers

The company will comply with a formal procedure pertaining to the appointment of directors and executives.

Principle 5 – Conflicts of interests and deontological rules

The directors must be able to prove their honesty and commitment. Since they each represent all shareholders, they will pass resolutions in the interest of the company and there must be no conflicts of interest.

Principle 6 – Assessment of the mode of operation of the board of directors

The board of directors must regularly assess its mode of operation and its relations with executives.

Principle 7 – Structure of the executive committee

The board of directors must appoint an efficient executive committee. It will clearly determine its powers and tasks and will grant to executives the powers that are necessary for the fulfilment of their tasks.

Principle 8 – Remuneration policy

The company ensures the equal treatment of directors and executives insofar as a fair remuneration policy that meets the long-term interests of the company is concerned.

Principle 9 –Financial reporting, internal audit and risk management

The board of director imposes stringent rules pertaining to financial reporting, internal audits and risk management, thereby protecting the interests of the company.

Principle 10 – Shareholders

The company respects its shareholders’ rights and guarantees equal treatment. The company will adopt a communication policy vis-à-vis its shareholders

The board of directors of Brederode approved the management charter for the company on 30th May 2014. This charter will be updated according to the policies adopted by the company.

Major changes to the charter will be mentioned in the annual report, in the chapter on ‘policymaking’.