Océ’s corporate governance structure is based on the legislation, jurisdiction and codes of best practices that are relevant in the countries in which the company is active. The European regulations are mostly of a principle-based nature, whereas the regulations in the United States are mainly rule-based.
In the Netherlands the Dutch corporate governance code has been applicable since December 2003. This is known as the Tabaksblat Code [referred to below as ‘the Dutch Code’] and it consists of 21 principles and 113 best practice provisions. The Dutch Code was given legal status with effect from January 1, 2005. As from the 2003 financial year Océ has included in its annual report a paragraph on corporate governance matters explaining the way in which it applies the Dutch Code.

Until the termination of the company’s US stock market listing [on NASDAQ] in 2007, the Sarbanes-Oxley Act in the United States was of specific importance to Océ. Though the company has meanwhile terminated its listing in the United States, Océ largely maintains the measures and the internal control structure that result from the applicability of the Sarbanes-Oxley Act.

The Board of Executive Directors and the Supervisory Board of Océ subscribe to the basic principle that was applied when drawing up the Dutch Code: a company is a long term collaboration between the various parties involved. These parties, the stakeholders, are the groups and individuals that directly or indirectly influence [or are influenced by] the achievement of the company’s objectives and they include employees, shareholders and other providers of capital, suppliers and customers, but also government and civil society. The Board of Executive Directors and the Supervisory Board have overall accountability for achieving the right balance between these interests so as to safeguard value creation and ensure the continuity of the business.

In December 2004 the Dutch government set up a monitoring committee to promote the topicality and practical application of the Dutch code and to monitor how it was being implemented and complied with. In December 2005, this committee issued its first report on compliance. One of the main conclusions in the monitoring committee’s most recent report [December 2007] is that compliance by companies with the Dutch Code is high, with an average of 95% of the Code’s provisions being met.

Compliance with and enforcement of the Dutch Code

Each year Océ explains the main outlines of its corporate governance structure in the annual report; if there are substantial changes in this structure, they will - depending on the subject - be submitted to the General Meeting of Shareholders for discussion or approval. More detailed information about Océ corporate governance and the related rules and regulations can be found on the Océ website under the heading corporate governance.
Transparent accountability and an active dialogue with all stakeholders and with society contribute to realizing the objectives of the Dutch Code.

Océ complies with the Dutch Code and only a limited number of its provisions are not applied. According to the Dutch Code departures from it are permitted; under certain circumstances such departures may in fact be justified. The ability to apply all provisions of the Dutch Code depends on the concrete situation. Not all companies are the same; they operate in different markets, the distribution of share ownership may differ. In part, the Dutch Code already anticipates future legislation. The political and social discussion about the adaptation of Dutch legislation to bring it into line with the EU Takeover Directive confirms not only that corporate governance is a highly topical subject, but also that views on it are evolving. This is also confirmed by a number of landmark decisions by the Dutch Enterprise Court and the Dutch Supreme Court in 2007.

Océ complies with the Dutch Code. As regards compliance with best practice provisions II.1.1 [appointment period of executive directors], II.2.7 [severance pay for executive directors], IV.1.1 [limiting the right to make binding nominations] and IV.1.2 [financing preference shares] and IV.2.1, IV.2.2 and IV.2.8 [issue of depositary receipts for financing preference shares] explanations are given under the relevant headings on pages 62, 64, 67 and 68 in the Annual Report 2007.