Board Structure and Director Qualifications 1. Composition of the Board.

A majority of the directors will be non-management directors who meet the "independence" requirements of the Dutch Code. 2. Selection of Board Members and Director Qualification Standards. The Corporate Governance and Compensation Committee of the Board will be responsible for proposing nominees to stand for election at the annual meeting of the Company's shareholders to fill vacancies on the Board (or, in the case of a vacancy, appointment by the Board in a temporary capacity, until the next shareholders' meeting). The Board's objective is to select individuals considering the following criteria:

Personal qualities and characteristics, accomplishments and reputation in the business community; Current knowledge and contacts in the Company's industry or other industries relevant to the Company's business; Ability and willingness to commit adequate time to Board and committee matters; The fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and Diversity of viewpoints, background, experience and other demographics. 3. Director Responsibilities. Each director is expected to devote the necessary time and attention to fulfill the obligations of a director, and is expected to attend Board and Committee meetings whenever possible. Directors are expected to serve the Company effectively through the (a) prudent exercise of judgment; (b) fair balance of interests of constituencies; and (c) appropriate stewardship of Company resources. As a group, directors are expected to set the appropriate policies for the Company and its management. 4. Service on Other Boards. The Company values the experience that directors bring from other boards on which they serve, but recognizes that service on other boards may also present demands on a director's time as well as potential conflicts. Management directors must obtain the approval of the board, and non-management directors should advise the Chair of the Corporate Governance and Compensation Committee and the CEO, before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses or governmental units. 5. Board Leadership. As provided in the Articles of Association, the Board shall elect a Chairman of the Board from among its members. The Board believes that it is appropriate for the role of the Chief Executive Officer and the Chairman of the Board to be separate, and that the Chairman of the Board should be a non-management director. If the Board determines that the roles of Chief Executive Officer and the Chairman are to be held by the same person, the Board will select a lead director from among the non-management directors. The Chairman of the Board will determine the agenda and chair board meetings, monitors the proper functioning of the Board and its committees, ensure that there is adequate deliberation in making decisions, act on behalf of the Board as the primary contact for management, initiate the annual selfevaluation of the Board and its committees and chair all general meetings of shareholders. 6. Lead Director. When the Chairman of the Board is a non-management director, the Chairman of the Board will act as "Lead Director." When the Chairman of the Board is a management director, the Board will also designate a non-management director as

Lead Director. The Lead Director will chair executive sessions of the non-management directors, and have such other duties as the Board may determine. 7. Committees of the Board. The Board shall have an Audit Committee and Corporate Governance and Compensation Committee (each a "Required Committee"), and such other committees as the Board may determine from time to time. Members of each Required Committee shall all meet any applicable independence requirements of the New York Stock Exchange and the Dutch Code. The Board, in compliance with applicable laws and regulations and the rules of the New York Stock Exchange, will determine the responsibilities and membership of its committees. The committee chairperson, in consultation with committee members, will determine the frequency of meetings of the committee, in accordance with applicable regulations and committee charters. In accordance with the Dutch Code, each Required Committee shall report to the non-management directors. 8. Term/Retirement/Resignation. Under the Company's Articles of Association, directors are appointed for a term of approximately one year. The Company's Articles of Association do not limit the number of terms a director may serve. The Board has determined not to follow the three term limit of the Dutch Code because the Board believes such a limitation would limit the Company's ability to attract, and the rights of the shareholders to elect, the most qualified director candidates. No director shall stand for reelection to the office of director in the year following the year of his/her seventieth (70th) birthday. Management directors and directors employed by the majority shareholder are expected to submit a letter of resignation at the time of retirement, resignation or termination from active employment with the Company or with the majority shareholder, as the case may be. At the discretion of the Board, such former officer or employee may be asked to continue as a Board member.