Management remuneration

The remuneration of the members of the Board of Management is the responsibility of the Supervisory Board.

The remuneration committee is appointed by our Supervisory Board to assess and propose the remuneration policy for members of the Board of Management and to prepare the proposal for the remuneration of the individual members of the Board of Management.

The remuneration policy is adopted by the general meeting of shareholders. Material changes to the policy are submitted to the meeting for adoption.

The remuneration for members of our Board of Management consists of three elements:

1. Fixed base salary.
2. Variable compensation, linked to performance, consisting of:
   • a short term incentive component, and
   • a long term incentive component.
3. Pension arrangements.

The table below gives an overview of the three elements of the compensation and benefits calculated in 2006 for each member of the Board of Management.

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	Base salary	Accrued short term incentive	as % of base salary	Accrual for long term equity incentive	as % of base salary	Pension related costs
Peter Bakker	900,000	741,067	82%	353,658	39%	121,825
Henk van Dalen ¹	450,000	378,000	84%	40,842	9%	314,968
Harry Koorstra	600,000	507,639	85%	177,617	30%	113,725
Marie-Christine Lombard	600,000	484,914	81%	206,775	34%	276,000
Total	2,550,000	2,111,620		778,892		826,518
(in €, except percentages) 1 Employed as of 1 April 2006.

There has not been any adjustment of the level of the fixed base salary, and the “at target” levels for the short term and long term incentives have not been adjusted for the Board of Management since 2004. As a result, the remuneration of the Board of Management is currently below the European reference market. Under the current policy we will increase the base salary and “at target” levels of the short term and long term incentive for all members of the Board of Management for 2007.

Targets

The Supervisory Board sets the targets for the mission-related incentive plan at the beginning of each financial year. For 2007 the following targets will apply:

• Financial targets:
  • economic profit,
  • earnings, and
  • revenue growth.

Since growth is a key target of our strategy, revenue growth has been added in the 2007 target setting with economic profit and earnings being continued from 2006. Depending on the tasks and responsibilities of each individual member of the Board, the financial targets are related to group or division performance.

• Non-financial targets:
  • exceeding customers’ expectations: continued improvements in our relations with customers, which are measured through customer satisfaction surveys and by assessing the relationship with our customers in person,
  • instilling pride in our people: continuous improvement in engaging our staff, which is measured through employee engagement surveys, and
  • sharing responsibility for our world: implementing the agreed social responsibility standards; making a difference to our environment. This can be accounted for by our global initiatives to reduce the emission of CO2 and our involvement with the United Nations World Food Programme.

For detailed information concerning the remuneration of our Board of Management, see the remuneration report in the Annual Report. This report can also be viewed on our website.