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2004 NETHERLANDS BOARD INDEX Seventh Edition 2004 Download

Description:

The Index is a census of one hundred of the country’s largest companies listed on the EuroNext including 25 AEX and 25 AMX companies. The other fifty companies are randomly selected. Information on the composition and structure of boards, board committees, board tenure and directorships in most instances reflects the situation as of June 1, 2004.

Information on board (committee) meetings and the remuneration of directors reflects the situation as of December 31, 2003. Information in the Index is based on 2003 annual reports that have been published in 2004, Internet investor relation pages (May 2004) and companies’ responses to the Tabaksblat Code. Historical data has been obtained from annual reports that have been published since 1987.

Compliance with the Tabaksblat Code has been measured based on information that has been made available in 2003 annual reports and is not necessarily based on information that is available in the report of the supervisory board. A company may comply with the Tabaksblat Code, but may have chosen not to disclose this.

The top one hundred companies in the Index are used as a reference to calculate the number of directorships of directors. Memberships of boards of (listed) domestic and foreign companies other than those included in the Board Index have not been included in the analysis. As a result, the average number of directorships may be greater than reported in the Index.

The Index has measured at December 31, 2003:

• Board Meetings (in 2003)
• Board Committee Meetings (in 2003)
• Board Remuneration (in 2003)

The Board Index has measured at June 1, 2004:

• Board Composition
• Board Independence
• Directorships
• Board Tenure
• Board Structures
• Board Leadership
• Board Committees
• The Audit Committee
• The Remuneration Committee
• The Selection and Appointment Committee

To maintain its focus on non-executive directors, the Index does not contain information related to the capital structure of the company, administration trusts, depository receipts, financial reporting and the responsibilities of institutional investors, shareholders and the general meeting of shareholders.

The Tabaksblat Code

Although most companies will report next year for the first time how they conform to the code, the Index has already been able to measure companies’ compliance with a selected number of principles and best practice provisions of the code. These principles and provisions relate to the composition, structure and activities of supervisory and management boards, and an increasing number of one-tier boards in the Netherlands.

The level of compliance can refer to 1) a percentage of the top one hundred companies in the Index, 2) a percentage of the number of directors in these companies or 3) a percentage of the number of board positions that are occupied by directors in these companies. The Index avoids any “box-ticking” and does not seek to measure an individual company’s compliance with the Tabaksblat Code. The Index used the English translation of the Tabaksblat Code.

Members of the research team include Mr. Pieter-Paul Peters (Spencer Stuart European Board Practice), Mr. Floris Boesveldt (Research, Spencer Stuart), Ms. Arline de Jong (Editor, Spencer Stuart) and Mr. Reinout Wijnveen (Database Management and Analysis, MK Multimedia).

The Board Index was written in co-operation with prof. dr. ing. F.A.J. van den Bosch and dr. Gregory F. Maassen, Department of Strategic Management and Business Environment, Faculty of Business Administration at Erasmus University in the Netherlands.

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