Compliance with Dutch Corporate Governance Code
The Supervisory Board and Management Board, who jointly bear responsibility for the Company’s corporate governance structure, subscribe to virtually all principles and best practices set down in the Dutch Corporate Governance Code, and effectively apply them. For details on our views in relation to all principles and best practices outlined in the Code, we refer to our full-scope response to the Code, which is posted on our website. Ordina N.V. tabled its response to the Dutch Corporate Governance Code during the Annual General Meetings of Shareholders of 2004 and 2005, and deviates from the Code in some minor respects only:
The current members of the Management Board do not have an appointment for definite duration. We will consider offering new members of the Management Board appointments for a definite duration. We use a restricted list of funds that are subject to an investment ban by managing directors and supervisory directors instead of using a system of periodic internal notice of securities holdings. There are no contractual agreements concerning maximum severance payments for Management Board members. Ordina has no outstanding preference shares. Voting rights attached to preference shares are no different than those attached to ordinary shares, since preference shares can be used for financing as well as anti-takeover purposes. We have not compiled a list of potential anti-takeover measures, since we are not convinced of their effect on a company such as Ordina. At Ordina, the Management Board is the first point of contact for the independent external auditor. If necessary or appropriate, the independent external auditor and the Supervisory Board can enter into consultations directly without any involvement on the part of the Management Board.
Governance structure 
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