Best practices

On 10 December 2008 the Corporate Governance Code Monitoring Committee presented the revised Dutch Corporate Governance Code (the ‛Code’), which was published in the Netherlands Government Gazette no. 18499 on 3 December 2009. Gamma Holding almost fully subscribes to the principles and best practices contained in the (revised) Code for fair, honourable and transparent business conduct within Dutch listed companies.

By virtue of the provisions of article 2:391 subsection 4 of the Netherlands Civil Code and the Order in Council referred to therein, Gamma Holding is obliged to report on compliance with the Dutch Corporate Governance Code and any points of non-compliance. These instances of non-compliance are addressed in the following table.

Non-compliance with the Dutch Corporate Governance Code

Provision/Principle	Point of non-compliance and explanation
Best-practice provision II.2.5 Shares granted to management board members without financial consideration shall be retained for a period of at least five years or until at least the end of the employment, if this period is shorter.	The present share plan for the Executive Board states that the number of shares granted conditionally vest unconditionally three years after they have been granted, if and insofar as pre-set performance criteria are met at that time. The shares have to be retained for two more years after vesting unconditionally, on the understanding that after acquiring the shares unconditionally the members of the Executive Board are permitted to cash as many shares as necessary for payment of the wage tax payable at that time in connection with the acquisition of the shares. This provision was previously made with the approval of the General Meeting of Shareholders. In this way the person concerned avoids having to enter into separate financing for the required tax payment.
Best-practice provision II.2.11 The supervisory board may recover from the management board members any variable remuneration awarded on the basis of incorrect financial or other data (claw-back clause).	Although the Company considers this best-practice provision to be correct, it prefers to await the statutory provision, which has now been announced, for a detailed treatment of the claw-back clause.
Principle III.5 Composition and role of three key committees of the supervisory board. If the supervisory board consists of more than four members, it shall appoint from among its members an audit committee, a remuneration committee and a selection and appointment committee. The function of the committees is to prepare the decision-making of the supervisory board.	In view of the small size of the Supervisory Board, it has been decided to combine the Remuneration Committee with the Selection and Appointments Committee.
Principle IV.1 Good corporate governance requires the fully-fledged participation of shareholders in the decision-making in the general meeting of shareholders. It is in the interests of the company that as many shareholders as possible take part in the decision-making in the general meeting of shareholders. The company shall, insofar as possible, give shareholders the opportunity to vote by proxy and to communicate with all (other) shareholders (…).	Gamma Holding recognises the importance of a fully-fledged participation of shareholders in the decision-making in the General Meeting of Shareholders. It therefore considers itself fortunate that its shareholders’ meetings are, on the whole, well attended. With regard to voting by proxy, Gamma Holding prefers to await the relevant European legislation.
Best-practice provision IV.3.1 Meetings with analysts, presentations to analysts, presentations to investors and institutional investors and press conferences shall be announced in advance on the company’s website and by means of press releases. Provision shall be made for all shareholders to follow these meetings and presentations in real time, for example by means of webcasting or telephone lines. After the meetings, the presentations shall be posted on the company’s website.	Partly in view of the size of the company, Gamma Holding considers it would be going too far to make provision for all shareholders to follow in real time the meetings and presentations referred to in the best-practice provision. The Company does, however, ensure that the presentations are posted on the Company‘s website immediately after the meetings in question.