Corporate Governance

We endorse the importance of good corporate governance, which is understood to include honest and transparent actions on the part of management, correct supervision thereof and the acceptance of responsibility for that supervision.

The Company is required to comply with, inter alia, Dutch corporate governance rules, the US Sarbanes-Oxley Act, New York Stock Exchange rules and related regulations, each insofar as applicable to the Company. The Annual Report addresses the Company’s overall corporate governance structure and states to what extent it applies the provisions of the Dutch Corporate Governance Code (the ‘Code’) of 9 December 2003.

A summary of significant differences between the Company's corporate governance structure and the New York Stock Exchange corporate governance standards may be found below.

The Executive Board and the Supervisory Board are responsible for the corporate governance structure of the Company and are of the opinion that all of the principles of the Code are endorsed and the vast majority of the best practice provisions are applied. Some best practice provisions of the Code are not or not fully applied and the reasons for these deviations are set out hereinafter. A summary of best practice provisions that are not (fully) applied by the Company may be found in the Annual Report in the Chapter Corporate Governance.

At the Annual General Meeting of Shareholders (AGM) held on 29 April 2004, the Executive Board and the Supervisory Board reported on the corporate governance structure of the Company. At the AGM held on 14 April 2005, further changes made to the corporate governance structure were discussed. Although no formal vote was cast, it appeared that the corporate governance structure met with the approval of these meetings.

NYSE Listing Standards

The ADRs of Corporate Express are listed on the New York Stock Exchange. Certain of the NYSE corporate governance rules applicable to listed domestic U.S. companies do not apply to listed non-U.S. issuers. The most significant corporate governance practices of the Company which differ from those followed by listed domestic U.S. companies under NYSE listing standards are as follows:

Corporate Express has a two-tier board structure, consisting of a Supervisory Board composed currently of six members and an Executive Board composed of currently three members. The Supervisory Board is responsible for the oversight of the Executive Board and the Company as a whole. No member of either Board may concurrently serve as a member of the other Board.
Under Dutch Law, all but one of the members of the Supervisory Board is required to be independent. The Supervisory Board of the Company is currently composed entirely of independent members. Independence is determined by whether or not a Supervisory Board member has a direct or indirect material relationships with Corporate Express. The definition of independence, which is included in the By-Laws of the Supervisory Board, does not encompass a number of additional independence tests that independent directors of listed domestic U.S. companies must satisfy.
Although the Supervisory Board may delegate certain duties to committees of the Supervisory Board, Dutch Law requires the Supervisory Board to remain collectively responsible for the decisions prepared by such committees. Corporate Express has an Audit Committee and a Compensation, Nomination and Corporate Governance Committee. The goals and tasks of these committees are described in the corporate governance principles included in the annual report and in their respective charters, each of which is also published on this website. Corporate Express may not meet certain additional requirements for audit committees that the NYSE mandates for listed domestic U.S. companies.

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Corporate Governance We endorse the importance of good corporate governance, which is understood to include honest and transparent actions on the part of management, correct supervision thereof and the acceptance of responsibility for that supervision. The Company is required to comply with, inter alia, Dutch corporate governance rules, the US Sarbanes-Oxley Act, New York Stock Exchange rules and related regulations, each insofar as applicable to the Company. The Annual Report addresses the Company’s overall corporate governance structure and states to what extent it applies the provisions of the Dutch Corporate Governance Code (the ‘Code’) of 9 December 2003. A summary of significant differences between the Company's corporate governance structure and the New York Stock Exchange corporate governance standards may be found below. The Executive Board and the Supervisory Board are responsible for the corporate governance structure of the Company and are of the opinion that all of the principles of the Code are endorsed and the vast majority of the best practice provisions are applied. Some best practice provisions of the Code are not or not fully applied and the reasons for these deviations are set out hereinafter. A summary of best practice provisions that are not (fully) applied by the Company may be found in the Annual Report in the Chapter Corporate Governance. At the Annual General Meeting of Shareholders (AGM) held on 29 April 2004, the Executive Board and the Supervisory Board reported on the corporate governance structure of the Company. At the AGM held on 14 April 2005, further changes made to the corporate governance structure were discussed. Although no formal vote was cast, it appeared that the corporate governance structure met with the approval of these meetings. NYSE Listing Standards The ADRs of Corporate Express are listed on the New York Stock Exchange. Certain of the NYSE corporate governance rules applicable to listed domestic U.S. companies do not apply to listed non-U.S. issuers. The most significant corporate governance practices of the Company which differ from those followed by listed domestic U.S. companies under NYSE listing standards are as follows: Corporate Express has a two-tier board structure, consisting of a Supervisory Board composed currently of six members and an Executive Board composed of currently three members. The Supervisory Board is responsible for the oversight of the Executive Board and the Company as a whole. No member of either Board may concurrently serve as a member of the other Board. Under Dutch Law, all but one of the members of the Supervisory Board is required to be independent. The Supervisory Board of the Company is currently composed entirely of independent members. Independence is determined by whether or not a Supervisory Board member has a direct or indirect material relationships with Corporate Express. The definition of independence, which is included in the By-Laws of the Supervisory Board, does not encompass a number of additional independence tests that independent directors of listed domestic U.S. companies must satisfy. Although the Supervisory Board may delegate certain duties to committees of the Supervisory Board, Dutch Law requires the Supervisory Board to remain collectively responsible for the decisions prepared by such committees. Corporate Express has an Audit Committee and a Compensation, Nomination and Corporate Governance Committee. The goals and tasks of these committees are described in the corporate governance principles included in the annual report and in their respective charters, each of which is also published on this website. Corporate Express may not meet certain additional requirements for audit committees that the NYSE mandates for listed domestic U.S. companies.
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