Remuneration Committee

The main responsibilities of the Remuneration Committee include:

• Preparing proposals for the Supervisory Board concerning the remuneration policies for the Corporate Executive Board to be adopted by the General Meeting of Shareholders;
• Preparing proposals concerning the remuneration of individual members of the Corporate Executive Board; and
• Advising on the level and structure of compensation for senior personnel other than members of the Corporate Executive Board.

The Remuneration Committee has four members. During 2006, the composition of the Remuneration Committee changed. Until May 18, 2006, the members were Derk Doijer, appointed as Chairman of the Remuneration Committee, Réne Dahan, Dr. Myra Hart and Stephanie Shern. René Dahan resigned from the Remuneration Committee on May 18, 2006. He was replaced by Judith Sprieser who was appointed as a member of the Supervisory Board and the Remuneration Committee as of May 18, 2006. At present, the members of the Remuneration Committee are Derk Doijer, Chairman, Dr. Myra Hart, Stephanie Shern and Judith Sprieser, all of whom are members of the Supervisory Board.

In 2006, the Remuneration Committee met six times

The Remuneration Committee utilizes internal and external advisors for market data and updates on recent developments. In 2006, external advisors were hired to provide professional advice regarding the remuneration policy, market practices and short- and long-term incentive plans. Ultimately, the Supervisory Board determines the level and composition of the remuneration components for the individual members of the Corporate Executive Board.