Corporate governance: introduction

The Management Board and Supervisory Board are responsible for the preparation of, and compliance with, a proper corporate governance structure within Corio. Corporate governance provides good business practice, including ethical and transparent conduct on the part of the Management Board, and proper supervision of its conduct, including giving an account of the supervision exercised. For 2008, Corio again sets out the main features of the company’s corporate governance structure, covering new developments and/or changes where applicable and, in doing so, reports on and explains its compliance with the principles set out in the Dutch corporate governance code that apply to the Management Board or Supervisory Board.

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Management board

As of 5 January 2005, Corio has been obliged by law to have the two-tier board structure applicable to large companies.

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Supervisory board

The role of the Supervisory Board is to oversee the Management Board’s policy and the general developments within the company and its associated business, and to support the Management Board with advice.

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Audit committee

The Audit Committee’s most important task is to monitor the integrity of published financial information.

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Company secretary

The Supervisory Board is supported by the Company Secretary.

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Shareholders

General Meetings of Shareholders are convened by either the Management Board or the Supervisory Board.

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External auditors

The external auditors are appointed by the General Meeting of Shareholders, on the recommendation of the Supervisory Board, which receives advice on this matter from both the audit committee and the Management Board.

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Regulators

Financial supervision in the Netherlands is exercised by the Dutch central bank, De Nederlandsche Bank (DNB), and the Dutch Authority for the Financial Markets (AFM).

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Whistleblower arrangements

Employees are able to report alleged irregularities within the company without jeopardising their legal position.

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Incident policy

In accordance with statutory obligations, the company has drawn up an incident policy and published it on its website.

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Compliance code/management board and supervisory board rules on investments

The purpose of the Compliance Code and the Rules on Investments is to lay down rules in support of the statutory provisions intended to prevent insider trading.

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