Rules of the Currence Holding B.V. Supervisory Board
Article 1 Adoption and scope
1.1 This set of Rules (the Rules) was adopted at the meeting of the Supervisory Board (the Board) of Currence Holding B.V. (Currence Holding) held on 27 September 2007. Currence Holding and its subsidiaries are referred to below simply as ‘Currence’.
1.2 The Rules set forth specific rules governing the affairs of the Board in addition to the legal requirements and the provisions of the articles of association.
1.3 The Rules are published on the Currence website.
Article 2 Composition, appointment and dismissal
2.1 The Supervisory Board shall have an odd number of members, who shall number at least three. The number of Board members shall be determined by the General Meeting of Shareholders.
2.2 The members of the Board shall be appointed by the General Meeting of Shareholders for a period of four years and may be reappointed for two further terms of office.
2.3 The Board shall prepare a Profile, reflecting the desired expertise and background of the members of the Board. The composition of the Board shall be such as to permit it to perform its duties effectively.
2.4 The members of the Board shall retire periodically according to a retirement rota drawn up by the Board. The members of the Board may be suspended or dismissed by the General Meeting of Shareholders at any time.
Article 3 Duties and powers
3.1 The Board’s duty is to oversee the Executive Board’s management decisions and the general progress of Currence. The Board shall support the Executive Board with advice. In addition, the Board shall advise the General Meeting of Shareholders concerning resolutions to be passed by the Meeting approving proposed Executive Board decisions of the kind referred to in the articles of association. In performing their duty, the members of the Supervisory Board shall foster the interests of Currence.
3.2 The Board shall have access to Currence’s offices and shall have the power to inspect Currence’s books and other documents.
3.3 At least once a year, the Board shall consider the corporate strategy and the risks associated with the enterprise as well as the results of the Executive Board’s evaluation of the organisation and operation of the internal risk management and control systems.
3.4 Decisions by the Executive Board requiring the Board’s prior approval pursuant to the articles of association may only be finalised when the Board has given its approval in writing. Minuting of the Board’s approval shall satisfy this requirement.
3.5 Any form of a conflict of interests between Currence and the Board members and any appearance of such conflict shall be avoided. A Board member shall immediately notify the chairman of the Board of any existing or potential conflicting interest of material significance to Currence and/or the Board member concerned.
Article 4 Allocation of duties
4.1 The Board shall appoint a chairman and a deputy chairman, who shall deputise for the chairman when the chairman is absent, from among its members.
4.2 The chairman shall maintain regular contact with the Executive Board and keep the other members of the Board informed on a regular basis. The chairman shall also represent the Board externally as necessary.
4.3 The chairman shall also preside over the General Meeting of Shareholders. The members of the Board shall attend this meeting unless prevented by compelling reasons.
4.4 The Board may appoint an Audit Committee and an Appointments and Remuneration Committee from among its members. The Board shall also have the right to appoint other committees.
Article 5 Information
5.1 The Executive Board shall provide the Board in good time with all information concerning the facts and developments relating to Currence which the Board requires in order to function.
5.2 The Executive Board shall submit the plan and the budget for the following year together with the updated medium-term projection to the Board for approval each year.
Article 6 Meetings
6.1 The Board shall in principle meet at least five times a year according to a previously adopted schedule.
6.2 The Board shall also meet whenever the chairman or another member of the Board or the Executive Board deems necessary.
6.3 The meetings shall be presided over by the chairman of the Board. The minutes shall be taken by the company secretary and shall be signed as correct at the Board’s next meeting.
6.4 Arrival at decisions shall as a rule take place in the Board’s meetings. All of the Board’s decisions shall require an absolute majority of the votes cast. Decisions may also be taken outside meetings if such a decision has been put before the members of the Board in writing and there is unanimous agreement among all the members of the Board.
6.5 Once a year, the Board shall discuss its own functioning and the functioning of the Executive Board without the Executive Board in attendance.
Article 7 Remuneration
7.1 The fees payable to the members of the Board shall be fixed by the General Meeting of Shareholders. The remuneration shall not depend on Currence’s results.
7.2 All expenses reasonably connected with membership of the Board shall be reimbursed by Currence Holding.
Article 8 Secretarial arrangements
8.1 The Board shall make secretarial arrangements for keeping the minutes, other documents relating to meetings and other relevant documentation on file. The secretarial office and the files shall be kept at the offices of Currence Holding.
8.2 The company secretary shall support the chairman of the Board and shall be responsible for the Board’s secretarial arrangements.
Article 9 Confidentiality
The members of the Board shall treat all information and documentation coming into their possession in connection with their function in strictest confidence, even after their retirement.
Duly adopted by the Supervisory Board at its meeting held on 27 September 2007.