Meetings of the supervisory board in 2009

In 2009, the supervisory board met six times as part of ordinary, combined meetings with the executive board. The meetings were held in the months of March, April, July, October and December. In addition, the Chairman and, on certain occasions, an individual member of the supervisory board, conducted frequent informal consultations with the Chairman of the executive board. The supervisory board members believe it is important to remain informed of the course of events within the company. This ties in with the tendency in which the supervisory role of the supervisory board appears to win in importance compared to the role as advisors and that of sounding board.

The agenda of the meetings covered nearly all aspects of management. The agenda was always prepared by the Chairman of the supervisory board, in consultation with the Chairman of the executive board. During the meetings, strategic, operational and organisational subjects were discussed. Any other business included budget, internal and external financial quarters and six months’ and annual reports. In 2009, particular attention was paid to the following subjects: the joint venture with Optiver (TOM), the integration of the Alex and Binck IT systems, the capital structure, the share buy-back programme, the purchase of the Eurocenter I building as new accommodation, the Liquidity Contingency Plan, the growth of Alex Asset Management and various topical subjects in the field of corporate governance. Recurrent subjects, such as regular progress reports and discussing the audit reports (in the presence of the external auditor), have also been on the agenda at the meetings of the supervisory board.

The meetings were characterised by an open, fraternal atmosphere with sufficient room for constructive criticism. Partly as a result of that, the supervisory board was able to excel in the performance of its supervisory and advisory duties. Participants in the meetings experienced the chairmanship conducted by the Chairman of the supervisory board as adequate.

The minutes of the meetings of the supervisory board and the combined meetings with the executive board were of satisfactory quality and available in a timely fashion. This enabled a useful exchange of views regarding all relevant developments and risks within operational management, the policy and the strategy, securing due care in the decision-making process.

Outside the presence of the executive board, the supervisory board discussed the performance of the supervisory board as a whole, that of its individual members and the committees, as well as the conclusions that needed to be drawn from this. Partly taking into consideration the above, the assessment was conducted as part of a plenary session against the background of the profile, the composition and the competence of the supervisory board, as well as that of its individual members. The necessary discretion must of course be allowed within the framework of such assessment.

Again outside the presence of the executive board, the supervisory board discussed the performance of the executive board as a whole and that of its individual members. This assessment too was conducted within the framework of a plenary session, with due observance of the above.

The supervisory board has reached the unanimous conclusion that the executive board as a whole, as well as its individual members, performed well last year. During the course of 2009, the executive board, in its changed composition, developed into a well-attuned team, as part of which the individual members performed their duties excellently, while continuing to pay attention to the specific areas of expertise assigned to them and operating from a broad, communal platform of responsibility. Within this context, the exchange of specific information regarding these areas of expertise between the individual members of the executive board, as well as between the executive board and the supervisory board, has been timely and of high quality, enabling those involved to properly perform their duties. Since the members of the executive board, each operating from their own specific background, have pro-actively and intensively exchanged information and experience, they have been able to implement the principle of fraternal management.

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