The Supervisory Board attaches great importance to the independence of its members. As a rule, all members of the Supervisory Board, with the exception of not more than one, should be independent within the meaning of article 3, paragraph 7 of the regulations of the Supervisory Board, which article is in line with the relevant provision in the Dutch corporate governance code. Pursuant to the regulations mentioned-above, a Supervisory Director must promptly report any conflict of interest to the Chairman of the Supervisory Board. Any conflict of interest between Vedior and any member of the Supervisory Board must be avoided, if at all possible. Every professional relationship between a Supervisory Director and the Company must be disclosed in the notes to the financial statements.

In 2006, the Supervisory Board complied with these provisions. As stated in the notes to the 2006 financial statements on this page, Ms Kaminsky, who resigned from the Supervisory Board on 28 April 2006, received additional remuneration for services provided to Vedior subsidiaries in the United States.

All current members of the Supervisory Board are considered fully independent.

The Chairman and members of the Supervisory Board were not granted any options or shares. Mr Angenent and Mr Giscard d’Estaing personally hold depositary receipts of ordinary shares in the Company (as stated on  this page ).

Report from the Audit Committee

The Supervisory Board has established an Audit Committee, which operates by virtue of a mandate from the full Supervisory Board, and reports its conclusions and recommendations to the Supervisory Board immediately following its Committee meetings.

The Audit Committee consists of Mr Sinninghe Damsté as Chairman and Mr Angenent and, following her appointment to the Supervisory Board, Mrs Hodson as members.

In 2006, the Audit Committee held five meetings, one of which was held partly without any members of the Board of Management being present. To be fully informed about and prepared for all relevant issues, the Chairman of the Audit Committee always meets with the Chief Financial Officer as well as with the external auditor prior to the meetings of the Audit Committee. The external auditors attended all Audit Committee meetings.

• Financial results and performance: the 2005 annual results, the financial statements as at 31 December 2005, the 2005 annual report and the quarterly 2006 results.
• The external auditor’s report for 2005 and the follow up of the recommendations of the external auditor, included in the memorandum on accounting procedures and internal controls.
• The external auditor’s client service plan relating to the audit approach, which had been extended to cover several additional countries, and audit planning for the 2006 financial year. In October 2006, the Audit Committee discussed the auditor’s management recommendations letter.
• The external auditor’s performance, fees (as included in the table below), independence (in line with the Auditor Independence Policy) and client service assessment. As part of their annual audit, Deloitte also gave a general presentation on management responsibilities in relation to fraud.
• Risk management, which was discussed in great detail and included a presentation by the Group’s Corporate Risk Manager about the Group’s internal control environment.
• The evaluation of the necessity of an internal audit function, taking into consideration the current risk management approach.
• The US debt private placement.
• Group tax management and treasury activities, as presented by the Group’s Tax and Treasury Director.
• Group information technology management, as presented by the Group’s e-Business & Corporate Affairs Director.
• The accounting policy for liabilities in relation to minority interests.
• Any material litigation.
• The reappointment of Deloitte Accountants as the Group external auditor. Taking Deloitte Accountants’ performance into consideration, the Audit Committee advised the Supervisory Board to propose that the upcoming General Meeting of shareholders, to be held on 27 April 2007, charges Deloitte Accountants with the auditing of the accounts for a period of 3 years.

At a meeting held in the absence of members of the Board of Management, the Committee met with the external auditor to discuss the quality of financial reporting and cooperation with Vedior’s financial departments.

Auditors' fees

The audit related services in 2006 mainly relate to due diligence services. The non audit services in 2006 mainly relate to tax return and payroll tax services for Vedior North America. These non audit services were approved by the Audit Committee.

The Supervisory Board has established a Remuneration and Appointment Committee, which reports its conclusions and makes recommendations to the full Supervisory Board, usually immediately following its Committee meeting.

In 2006, the Committee comprised Mr Laan as Chairman and Ms Kaminsky and Mr Angenent as members. Following her resignation at the Annual General Meeting on 28 April 2006, Ms Kaminsky was replaced by Mr Giscard d’Estaing as a Committee member.

During the year under review, the Committee met three times in person and also had several meetings by telephone. At the beginning of the year under review, the Committee dedicated a great deal of time to the remuneration and employment conditions of the members of the Board of Management. Upon proposal of the Committee, the Supervisory Board approved the 2005 remuneration report in its meeting on 7 February 2006. The Committee assessed and prepared the nominations of Mr Giscard d’Estaing and Mrs Hodson as members of the Supervisory Board, as well as the reappointment of Mr Angenent. Later in the year, the Remuneration and Appointment Committee discussed the composition and performance of the Board of Management and its remuneration and employment conditions effective 1 January 2007.

The Committee extensively discussed the annual bonus arrangement for members of the Board of Management. Following these discussions, a proposal will be submitted to the Annual General Meeting on 27 April 2007 to amend the current annual bonus arrangement (further information can be found on page 48 of this annual report). The Committee also assessed and prepared the nomination of Mr Netland, Zone Manager of Vedior North America, as a member of the Board of Management and the proposal to reappoint Mr Miles, including the extension of his employment agreement until February 2009, and Mr Valks as members of the Board of Management. In January 2007, the Committee prepared the 2006 remuneration report, which can be found on this page . The report was approved by the Supervisory Board on 7 February 2007.