The Board of Executive Directors currently consists of four members who are appointed by the General Meeting of Shareholders. In the case of each appointment the holders of the priority shares have the right to draw up a binding nomination, which can be overruled by a resolution of the General Meeting of Shareholders that has been adopted by a majority of at least two thirds of the votes cast, provided that such votes represent at least one half of the issued share capital. This restriction on the possibility to overrule the binding nomination is in conformity with the arrangement set out in Article 133 and 142 Book 2 of the Dutch Civil Code, but is a departure from best practice provision IV.I.1. If no binding nomination has been drawn up, the General Meeting is free in its choice. The Supervisory Board appoints the chairman of the Board of Executive Directors and decides on the allocation of the tasks of the Executive Board members in consultation with the Board of Executive Directors. Regardless of the allocation of tasks the Board of Executive Directors acts as a body with collective responsibility. The functioning of the members of the Board of Executive Directors is regularly evaluated by the Supervisory Board.
