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2005 NETHERLANDS BOARD INDEX Eighth Edition 2005 Download

Description:

The Index is a census of one hundred of the largest companies listed on the Dutch segments of the Euronext Exchange. Information on the composition and structure of boards, committees, board tenure and directorships reflects in most instances the situation as of July 31, 2005. Information on board (committee) meetings and the remuneration of executive and non-executive directors reflects the situation as of December 31, 2004.

Board Index has measured at December 31, 2004:

• Board Meetings (in 2004)
• Board Committee Meetings (in 2004)
• Board Remuneration (in 2004)

The Board Index has measured as of July 31, 2005:

• Board Composition
• Female Representation
• Board Independence
• Directorships
• Board Tenure
• Term of Office
• Board Structure
• Board Leadership
• Board Committees
• The Audit Committee
• The Remuneration Committee
• The Selection and Appointment Committee

Information in the Board Index is based on 2004 annual reports that have been published in 2005, Internet investor relations pages (July 2005) and companies’ responses to the Tabaksblat Code. Historical data has been obtained from annual reports that have been published since 1996.

A Focus on the Size of Companies

This edition of the Index includes analyses of companies’ board practices based on Euronext Exchange indices (AEX, AMX, AScX and other companies). The detailed tables in the appendix to the Board Index also provide information on companies in each of these indices. To maintain its focus on non-executive (supervisory) directors, the Board Index does not contain information related to the capital structure of the company, administration trusts, depository receipts, financial reporting standards and the responsibilities of institutional investors, shareholders and the general meeting of shareholders.

The Tabaksblat Code

As it did the previous year, the Index has measured 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 one hundred companies in the Board 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 Board Index avoids any “box-ticking” and does not seek to measure an individual company’s compliance with the Tabaksblat Code. The Board Index uses the English translation of the Tabaksblat Code.

Compliance with the Tabaksblat Code has been measured based on information that has been made available in annual reports published in 2004 and 2005 and is not necessarily based on information in the report of the supervisory board (as required by the code).

The Research Team

Members of the Spencer Stuart research team include drs. Pieter Paul Peters (Spencer Stuart European Board Practice) and Ms. Arline de Jong (Senior Editor, Spencer Stuart).

The Board Index is written in co-operation with prof. dr. ing. F.A.J. van den Bosch, prof. dr. H. Volberda and dr. Gregory F. Maassen (Editor and Principal Writer), Department of Strategic Management and Business Environment, RSM Erasmus University in the Netherlands. Ms. Janet Katz (Senior Editor) and Ms. Snezana Gjorgieva (Desk Researcher) assisted dr. Maassen with field research and the production of the Board Index. Mr. Reinout Wijnveen (MK Multimedia) was responsible for the design of database queries and programming. Mr. Keith Fryer (Spencer Stuart UK) was responsible for the layout of the Board Index.

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