Ordina : Governance structure

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:

Governing bodies

The members of the Management Board bear ultimately responsibility for the company's strategic course and its operations management. The Board of Ordina Netherlands reports directly to the Management Board. Ordina BPO, Ordina Belgium and the divisions that operate under their own names also report directly to the Management Board.

Management Board under the Articles of Association

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

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

Hans den Hartog (1967) is responsible for Finance & Control, Legal Affairs, and tax and stock exchange issues. Upon his appointment to the Management Board in January 1999, he had been working for Ordina for several years. Prior to joining Ordina Den Hartog was employed by Coopers & Lybrand.

Divisional management

The Executive Committee, which had been in place in previous years, was disbanded in the second half of 2008. The members of the Management Board took on the operations management of Ordina Netherlands (Consulting, IT and Application Outsourcing) on an interim basis. The Great Return project, aimed at achieving sustainable profitability improvement, was initiated during that period.

A new board of directors, consisting of Chris Jansen (General Director) and Bart de Jong (Financial Director), will be appointed for Ordina Netherlands in the period between March and May 2009. Similar to the boards of Ordina Belgium and those of the associates, this Board will also report to the Management Board. The Management Board will focus more explicitly on Ordina's group strategy for the next few years from that time onwards.

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 Ordina'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 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 that market.

Members of the Supervisory Board

The members of the Supervisory Board are Mr C.J. de Swart (Chairman), Mr R.J. van de Kraats and Mr E.P. de Boer. There is one vacancy on the Board.

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Name		C.J. (Carlo) de Swart (1941)
Nationality		Nederlandse
Date of appointment		14 mei 2003
Date of reappointment		9 mei 2007
Due to retire in		2011
Other supervisory directorships		Stadion Feyenoord N,V,
		Wereldhave N,V,
		DAF Trucks N,V,
		Wealth Management Partners N,V,
Other relevant posts		Stichting Administratiekantoor Heijmans N,V,. voorzitter bestuur
		Hogeschool Rotterdam. voorzitter Raad van Toezicht
Number of shares in Ordina N.V.		-
Number of options in Ordina N.V.		-

Naam		R.J. (Robert-Jan) van de Kraats (1960)
Job title		CFO en vice-chairman executive board. Randstad Holding N,V,
Nationality		Nederlandse
Date of appointment		12 mei 2004
Date of reappointment		14 mei 2008
Due to retire in		2012
Other supervisory directorships		SNS Reaal Groep N,V,
Number of shares in Ordina N.V.		-
Number of options in Ordina N.V.		-

Naam		E.P. (Erry) de Boer (1950)
Nationality		Nederlandse
Date of appointment		30 september 1999
Date of reappointment		14 mei 2003
Date of reappointment		9 mei 2007
Due to retire in		2010
Other supervisory directorships		Bomek B,V,
		Todlin N,V,
Number of shares in Ordina N.V.		124,761
Number of options in Ordina N.V.		-

Shareholders

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

Independent external auditor

PricewaterhouseCoopers Accountants N.V. acts as Ordina's independent external auditor. The external auditor is appointed 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 autonomous position of our external auditors, Ordina has opted to engage the services of two other firms to conduct due diligence reviews of acquisitions and provide tax services.

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