Corporate governance

General

In its annual report for 2003, RSDB reported for the first time on the application by the company of the Corporate Governance Code. This report was submitted to the General Meeting of Shareholders in 2004.

At the Extraordinary General Meeting of Shareholders held on December 13, 2007, it was announced to the shareholders present that the company had applied Corporate Governance best practice II.1.1. at employing Mr. Bouwman, and therefore will not deviate from this anymore.

Possible future substantial deviations from the Code will first be submitted to the General Meeting of Shareholders. Each annual report as well as the RSDB website will always contain the company’s stance with regard to the recommendations
and best practices of the Code. Where RSDB does not comply with the Code, this is explained. The company’s position and the required documentation have been posted on the website: www.rsdb.com/financial/corporate governance.

I. Observance and Enforcement of the Code

The Supervisory Board and the Management Board will respect and where possible apply the principles and best practice provisions of the Corporate Governance Code, where these apply to RSDB.

II. The Management

II.1. Responsibilities and Procedures
The Management Board of RSDB fully endorses the principle of the responsibilities and procedures of the Management Board as stated in the Corporate Governance Code and implemented the majority of the described best practice provisions within
the company some time ago. With regard to the policy concerning the proposed period of appointment of members of the Management Board (II.1.1) it is RSDB’s view that the employment contract of the current CEO, entered into in 2001
for an undetermined period of time, will be respected. On appointment of new board members best practice II.1.1. of the Code will be applied, and board members will be appointed in principle for a maximum period of four years. Reappointment can take place, each time for a maximum period of four years.

The Management Board will submit for approval to the Supervisory Board:
a) The operational and financial objectives of the company;
b) The strategy which must lead to the realisation of
    these objectives;
c) The preconditions with regard to this strategy, for instance
    with regard to the f nancial ratios.
The main subjects will be outlined in the annual report.

II.2. Remuneration
Amount and Composition of the Remuneration
Every two years, the amount of the remuneration with regard to market conformity (median level) will be reviewed. This review will use the survey carried out each year by Hay Consultants. In general, the foundations of the present remuneration system will remain unchanged. The members of the Management Board of RSDB receive a market median level remuneration which consists of a fi xed and a variable
part. The variable part is linked to previously determined, measurable and infl uenceable targets. The development of EBITDA in relation to the average invested capital forms the basis of the short-term incentive. With regard to the long-term
incentive, the choice has been made for a loyalty arrangement in the form of Phantom Shares which entitle the holder at a time in the future, to be determined by the Supervisory Board, to a cash payment related to the value of the share price. With regard to the exit arrangements the best practice provisions of the Code will be applied.

Determination and Disclosure of the Remuneration
The principal points of the remuneration report regarding the remuneration policy of the company have been posted on the website. The notes to the annual accounts include the statutory information regarding the amount and structure of the
remuneration of the individual members of the Management Board. Amendments to remuneration policy adopted by the General Meeting of Shareholders in 2004 will be submitted for adoption to the General Meeting of Shareholders.

With regard to Best Practice provision II.2.6., drawing up regulations concerning ownership and transactions in securities by members of the Management Board, other than securities issued by RSDB, the Supervisory Board believes the current
legislation to be adequate.

II.3. Conflicts of Interest
Within RSDB there are no confl icts of interest between the company and members of the Management Board. Should these occur in the future, than the best practice provisions with regard to this principle will be observed.

III. Supervisory Board

III.1. Responsibilities and Procedures
The Supervisory Board of RSDB fully endorses the principle of the responsibilities and procedures of the Supervisory Board as stated in the Corporate Governance Code and implemented the best practice provisions within the company some time
ago.

III.2. Independence
The composition of the Supervisory Board is such that the members are able to act critically and independently of one another and of the Management Board and any particular interest. The exception was in 2007, where Mr. Lugt could not be
regarded as independent in accordance with the Code as he temporarily offered assistance and support to the Management Board because there was no second member of the Management Board. After the arrival of Mr. Bouwman, this
situation came to an end.

III.3. Expertise and Composition
Based on a profile, the members of the Supervisory Board have been selected for their specifi c expertise required for the fulfilment of their duties within the Board. Each member of the Supervisory Board is capable to assess the broad outline of
the overall policy. The profi le has been posted on the website of the company.

III.4. Role of the Chairman of the Supervisory Board and the Company Secretary
The Supervisory Board of RSDB fully recognises the principle of the role of the chairman of the Supervisory Board as stated in the Corporate Governance Code and has for some time been applying the described best practice provisions within
the company. In view of the size of the management structure of RSDB it was decided to transfer support tasks for the Supervisory Board to the Secretary of the Management Board.
The supervision on the correct following of procedures and the acting in accordance with the statutory obligations and obligations under the Articles of Association will be carried out by the company’s legal adviser.

III.5. Composition and role of three key committees of the Supervisory Board
As long as the Supervisory Board of RSDB consists of four members, the Code does not require the company to appoint separate committees within its Board. All members therefore have seats on the three key committees, as a result of which
the applicable best practice provisions therefore relate to the whole Supervisory Board. The regulations of the key committees form an integrated part of the regulations regarding principles and best practices of the Supervisory Board.
These regulations have been posted on the website of the company.

In view of the amount of work and the retirement schedule, the Supervisory Board believes it to be desirable to return to the original number of five members. At the moment a profi le is being drawn up in order to fill the vacancy that has arisen as
a result. As soon as the Board consists of fi ve members, the best practices for three separate committees will be applied again.

III.6. Conflicts of Interest
Within RSDB there are no confl icts of interest between the company and members of the Supervisory Board. Should these occur in the future, than the best practice provisions with regard to this principle will be observed. In 2007, ING Corporate Finance was involved in an advisory capacity in the drawing up of the consolidation strategy of the company. Through its subsidiary company Parcom Ventures,
ING holds 12.1 % of the shares in RSDB NV. In entering into this agreement with ING Corporate Finance, Best Practice III.6.4 was observed.

III.7. Remuneration
The remuneration of the members of the Supervisory Board of RSDB is not dependent on the results of the company.  The remuneration policy of the members of the Supervisory Board was submitted to and adopted by the General Meeting
of Shareholders. Amendments to this remuneration policy will be submitted for adoption to the General Meeting of Shareholders. With regard to drawing up regulations concerning ownership and transactions in securities by members of
the Management Board, other than securities issued by RSDB, the Supervisory Board believes the current legislation to be adequate.

III.8. One-tier management structure
The principle with regard to the One-tier management structure does not apply to RSDB.

IV. The (General Meeting of) Shareholders

IV.1. Powers
The powers of the shareholders, as stated in the Corporate Governance Code will be observed and the decisions of the management board on a major change in the identity or character of the company or the enterprise shall, in accordance
with the Articles of Association of the Company, be submitted to the General Meeting of Shareholders for approval.

IV.2. Depositary Receipts for Shares
The principle with regard to depositary receipts for shares and the thereby described best practice provisions do not apply to RSDB.

IV.3. Provision of information to and logistics of the general meeting of shareholders
The Management Board and the Supervisory Board of RSDB endorse the principle of the provision of information to and logistics of the General Meeting of Shareholders as stated in the Corporate Governance Code and have for some time
applied almost all described best practice provisions within the company. The complete presentations, webcasts, etc., will be available directly after the meetings through the website www.rsdb.com/fi nancial/investor relations/presentations. 

IV.4. Responsibility of Institutional Investors
The principle with regard to the responsibility of institutional investors and the thereby described best practice provisions do not apply to RSDB.

IV.5. Anti-takeover measures
In the RSDB General Meeting of Shareholders of April 20, 2000 the proposal was adopted to grant the ‘Stichting Preferente Aandelen’ an option to take up RSDB preference shares to the maximum number of ordinary shares issued at that moment.
The objective of the ‘Stichting Preferente Aandelen’ is to protect the interests of the company in such a way that the interests of the company and of all stakeholders are protected in the best possible way, and that all infl uences which could
infringe upon the independence and/or the continuity and / or the identity of the company against these interests are resisted to the best of the foundation’s abilities, as well as performing all actions which relate to or promote the above.
The Stichting aims to achieve its objective by acquiring and holding preference shares in the capital of the company and by exercising the rights connected with these shares, including in particular the voting rights on these shares. At year-end
2007, the Stichting held option rights on 3,290,274 preference shares. The Board of the Stichting Preferente Aandelen consists of three independent members.

V. The audit of the financial reporting and the position of the internal auditor function and of the external auditor

V.1. Financial Reporting
The Management Board of RSDB recognises its responsibility for the accuracy and completeness of the external financial reporting. The Management Board and the Supervisory Board also recognise the role of the Supervisory Board in supervising
the fulfi lment of this responsibility by the Management Board.

V.2. Role, Appointment, Remuneration and Assessment of the functioning
of the External Auditor
The Supervisory Board shall, with due observance of the advice of the Management Board, if necessary submit the appointment of the external auditor to the General Meeting of Shareholders.

V.3. Internal auditor function
The principle with regard to the internal auditor function does not apply to RSDB.

V.4. Relationship and communication of the external auditor with the bodies of the company
The principle with regard to the relationship and communication of the external auditor with the bodies of the company and the described best practice provisions are applied by RSDB.