Governance structure

Transparency of governance, robust supervision by the Supervisory Board, a sound internal control structure and independence of the external auditor are principles that we fully uphold and apply. We have embedded these cornerstones in our corporate structure as follows:

Management Board under the Articles of Association

The members of the Management Board bear the ultimate responsibility for the Company’s strategic course and its operations management. Where the commercial and operational management of Consulting, IT and Application Outsourcing activities are concerned, the Management Board works in close collaboration with the members of the Executive Committee. The BPO services, the Belgian operations and the divisions trading under their own name – including any recently acquired businesses – report directly to the Management Board.

Management Board

The two members of the Management Board under the Articles of Association of Ordina N.V. are Ronald Kasteel and Hans den Hartog.

Ronald Kasteel (1962) became a member of the Management Board in 1996 and was appointed Chairman and CEO in September 1999. Ronald is responsible for investor relations and corporate communications, as well as for general corporate affairs. He has worked for Ordina since 1988 and held various positions within the Company prior to his appointment to the Management Board.

Hans den Hartog (1967) is responsible for all financial matters, including finance & control, legal affairs, tax and stock exchange issues. Upon his appointment to the Management Board in January 1999, Hans had been working for Ordina for several years. Prior to joining Ordina in 1996, he was employed by Coopers & Lybrand.

Executive Committee

The Executive Committee (EC) defines the joint strategy, monitors the consistency between strategy and policy, and translates strategy and policy to the various corporate divisions. In addition to Ronald Kasteel (Chairman) and Hans den Hartog, the Executive Committee has the following members:

Philip van Blanken (1962), is responsible for the entire delivery organisation of Ordina’s core activities. He is also responsible for HR management and recruitment. Philip was previously responsible for the Finance division. Philip has been in Ordina’s employ since 1997. Previously he held various management positions with a number of IT service providers and companies in the insurance sector.

Eddy Vermeire (1952), is responsible for the commercial aspects of Ordina’s core activities. In this capacity he oversees strategic account management and sales and he is also involved in marketing, alliances, allocation, innovation and business development. Eddy was co-founder and CEO of TVW Group (The Vision Web & fiNext), which was acquired by Ordina in April 2004.

Advisory member of the Management Board

Tom Rodrigues (1954), is responsible for positioning Ordina as a socially responsible service provider. To achieve this, he maintains top-level relationships with a number of our 40 key accounts. Tom has been with Ordina since 1997 and is currently responsible for the partners within Ordina. He is also an advisor on issues relating to strategy, leadership and change management, particularly in the Public Sector.

Supervisory Board

The Supervisory Board’s primary responsibility is to supervise the Company’s management, both from a strategic and operational perspective. The Supervisory Board’s regulations are posted on our website. They set out a division of duties, detail the Board’s working procedures, and describe how the Supervisory Board should interact with the company’s Management Board under the Articles of Association, the Annual General Meeting of Shareholders, the independent external auditor and the Works Council.

The composition of the Supervisory Board is based on a profile published on our website. One of the key elements of the profile is that, in view of its relatively limited number of members, the Supervisory Board bears collective responsibility for the supervisory function and should have a diverse composition. Within this scope, the members of the Supervisory Board satisfy one or more of the following expertise or experience requirements: general management experience, financial expertise and experience in and/or knowledge of the IT market and developments in this market.

The members of the Supervisory Board are Carlo de Swart (Chairman), Robert-Jan van de Kraats, Erry de Boer and Jo van Engelen.

For information regarding the Supervisory Board Members we refer to page 60.

Shareholders

Please refer to the section entitled ‘Information for shareholders’ on page 18.

Independent external auditors

PricewaterhouseCoopers Accountants N.V. is the Company’s independent external auditor. The external auditor is appointed annually by the Annual General Meeting of Shareholders on the recommendation of the Supervisory Board and Management Board. The auditor’s quality and independence are discussed by the Supervisory Board and Management Board. Aside from any measures taken by PricewaterhouseCoopers within their own organisation, the independent position of PricewaterhouseCoopers is ensured through the regular rotation of the lead audit partner.

With a view to the independant position of our external auditors, Ordina has opted to engage the services of two other firms to conduct most the due diligence reviews of acquisitions and provide tax services.

Our business principles