Dutch Corporate Governance Code. The Offeror agrees that, until the Delisting becomes effective, the Company shall continue to comply with the principles and best practice recommendations of the Dutch Corporate Governance Code, except for deviations from the Dutch Corporate Governance Code on the date of this TFA.
Dutch Corporate Governance Code. The DCGC contains both principles and best practice provisions for boards of directors, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. A copy of the DCGC can be found on xxx.xxxx.xx. As a Dutch company listed on a stock exchange, we are subject to the DCGC and are required to disclose in our annual board report to what we extent comply with the principles and best practice provisions of the DCGC, and where we do not (for example, because of a conflicting Nasdaq requirement or otherwise), we must state why and to what extent we deviate in our annual report. Our most substantial deviations from the DCGC are summarized below. Internal audit function We have not established an internal audit department. Our board of directors is of the opinion that adequate alternative measures have been taken in the form of the company’s risk management and control systems and that it is presently not necessary to establish an internal audit function. Committee chairmanship Given the current composition of our board of directors, the independence of our directors and their qualifications (as well as the rules applicable to us with respect to the composition of our board of directors and its committees), all committees of our board of directors are chaired by Mr. Xxxxxxx, who is also the chairman of our board of directors. Our board of directors regularly evaluates its composition and that of its committees. Vice chairman Given the current organization of the Company, our board of directors has not appointed a vice chairman. Our board of directors is of the opinion that the tasks and duties of the chairman will sufficiently be done by the other non- executive directors. Company secretary Given the current organization of the Company, our board of directors has appointed a company secretary.
