Corporate Governance Structure Fugro N.V., also 'comply or explain' - report

In December 2008 the Code Tabaksblat was revised by the Corporate Governance Code Monitoring Committee ('Frijns Committee'). On 10 December 2009 the legislator designated the revised Code (hereinafter also referred to as 'Code Frijns' or 'Code') by decree as the new corporate governance code as defined by article 2:391 Netherlands Civil Code. For Fugro the Code Frijns became effective retrospectively as per 1 January 2009. The full text of the Code Frijns is available at www.commissiecorporategovernance.nl.

In accordance with the recommendations of the Frijns Committee, Fugro has been submitted the broad outline of its corporate governance structure and compliance with the revised Code for discussion under a separate agenda item to the AGM that was held on 6 May 2010. In the future each substantial change in the corporate governance structure of Fugro and in the compliance of the Code shall be submitted to the General Meeting for discussion under a separate agenda item.

Fugro's corporate governance structure, its supervision and the way it is reported is in line with the Code. The Code contains principles and best practice provisions that regulate relations between the Board of Management, the Supervisory Board and the General Meeting. The principles may be regarded as reflecting the general views on good corporate governance, which enjoy wide support. They have been elaborated in the form of specific best practice provisions. Companies may depart from the best practice provisions. Departures may be justified in certain circumstances. Fugro explains annually in its Annual Report to what extent it has applied the principles and best practice provisions during the previous year and, if it did not do so, why and to what extent it did not apply Fugro.

Fugro takes the view that shareholders and certificate holders, the media, corporate governance 'rating agencies' and proxy advisors should carefully assess the reason for each and every departure from the Code's provisions and they should avoid a 'tick-a-box' mentality. A shareholder or certificate holder shall vote as he sees fit. A shareholder or certificate holder who makes use of the voting advice of a third party is expected to form his own judgment on the voting policy of this adviser and the voting advice provided by him.

The enclosure includes the 'Comply or Explain'- report as referred to in the Code. The text of the Code (the principles and best practice provisions) is included in full. Whether a provision is complied or otherwise by Fugro is indicated for each provision.

 Download the 'comply or explain' - report