Corporate governance

Compliance with the Dutch Corporate Governance Code

Good corporate governance is in the best interests of Exact and all our stakeholders. For this reason, we support the majority of the principles set out in the Dutch Corporate Governance Code (“the Code”), and have been doing so since 2005. There were no material changes in Exact’s corporate governance structure in 2010, or in our compliance with this.

On this website you will find the following information and documentation as prescribed in the Code:

We have implemented the revised Code with due observance of our position as a small, stock exchange listed company. We add the following remarks:

II.1.3.b:   We have drafted a code of conduct, which has been published on our corporate website.
II.2.8:   The severance payment for one of the members of the Board of Managing Directors is set at a maximum of one year’s salary (“fixed part”) (see the Report of the Remuneration Committee).
II.2.10:   The STIP and LTIP plans for the members of the Board of Managing Directors contain a clawback clause (see the Report of the Remuneration Committee).
II.3.2-II.3.4:   During 2010 there were no transactions by a member of the Board of Managing Directors that involved a potential conflict of interest. The provisions of best practice II.3.2 - II.3.4 have been adhered to.
III.3.6:   As the current and formal term of appointment for all members of the Supervisory Board expires in 2013, the Supervisory Board has drafted a rotation schedule aiming for the members of the Supervisory Board to rotate off before the formal end date of their appointment. This is available on our website.
III.6.1-III.6.3:   During 2010 there were no transactions by a member of the Supervisory Board that involved a potential conflict of interest. The provisions of best practice III.6.1 - III.6.3 have been adhered to.
III.6.4:   During 2010 there were no transactions involving persons owning 10% or more of Exact’s shares. The provision of best practice III.6.4 has been adhered to.
IV.3.13:   The policy relating to bilateral contacts with shareholders has been published on our corporate website.