Rules and regulations of the Board of Management
Article 1
Status and content of the Regulations 1.1 These Regulations are supplementary to the rules and regulations that apply to the Board
according to applicable Dutch law at the time or the Company's Articles of Association.
1.2 These Regulations are published on and can be downloaded from the Company's website:
www.royalhaskoning.com Article 2
Duties of the Board of Management 2.1 The members of the Board of Management will be collectively responsible for the Company's
management, the general state of affairs concerning the Company's business as well as the state of affairs within the group companies that are affiliated with the Company. In accordance with the above-mentioned provision, the members of the Board of Management will specifically be charged with the duties as allocated and laid down in Appendix 1.
2.2 In the event of the absence of one member of the Board of Management, his duties and powers
will be executed by another member of the Board of Management of which - in the case of a long-term absence - the Supervisory Board will be notified.
2.3 Each member of the Board of Management will be accountable to the Board with regard to the fulfilment of his duties and is thus held to report to the Board on a regular basis in such a way as to give a proper insight into the performance of his duties, also in view of the Board's collective responsibility.
2.4 Each member of the Board of Management is authorised to request information from the other members of the Board of Management or from staff members about matters and subjects with regard to which he deems such information useful or desirable within the framework of the collective responsibility for the Company's management. He must consult with the other members of the Board of Management, in the event the performance of his duties also concerns the performance of the duties of the other members of the Board of Management, or in the event the importance of the matter requires consultation with his co-directors.
Article 3
Meetings of the Board (agenda, meetings by telephone, participation, minutes, adopting resolutions) 3.1 As a rule, the Board of Management will conduct a meeting every week on the Monday.
3.2 In addition, the Board of Management will meet if one member of the Board of Management wishes to hold a meeting.
3.3 The agenda and the other documents needed for every meeting held by the Board of Management will be sent to the members of the Board of Management no later than the Friday before the meeting.
3.4 The Chairman of the Board of Management will chair the meetings and determine the order of the meeting.
3.5 Each member of the Board of Management will have one (1) vote. Any resolutions will be adopted by a majority of votes. If the votes are equally divided and it is in the interest of the enterprise's continuity to immediately take a decision, the Chairman will take such decision. In such a case, the Chairman will be held to notify the chairman of the Supervisory Board as soon as possible of the decision he has taken and to explain this decision. In the event the minority is of the opinion the chairman of the Supervisory Board should be informed about a decision taken not unanimously, he is entitled to do so at all times.
3.6 The members of the Board of Management will decide in consultation if, and if so, which officers and other persons are to be admitted to the meetings of the Board of Management.
3.7 Minutes will be made of the meeting. The minutes will be adopted in the subsequent meeting, insofar as the minutes have not previously been approved by all members of the Board of Management.
3.8 The Board of Management may also conduct its meeting by telephone, provided that all the members of the Board of Management agree to this and provided that the minutes reflect this.
3.9 The Board of Management may also adopt resolutions outside its meetings, provided that all members of the Board of Management agree to this way of decision-making and provided that they vote in writing. Voting in writing will include voting by fax or e-mail. Any resolutions adopted outside a meeting will be recorded in the minutes of the subsequent meeting.
Article 4
External presentation The members of the Board of Management will be responsible for the external presentation of Koninklijke Haskoning Groep B.V. in accordance with the allocation of duties as laid down in Appendix 1. The Chairman of the Board of Management will be responsible for the general presentation of Koninklijke Haskoning Groep B.V. If the Chairman of the Board of Management is absent, this duty will be discharged by another member of the Board of Management.
Article 5
Relationship with the Worker’s Council The consultations with the respective Worker’s Councils in the various home markets will be held by the member of the Board of Management from preferably that same home country. In the event of a European Worker’s Council, these consultations will be held by the Chairman.
Article 6
Rendering ad-hoc inoperative, amendments
6.1 Without prejudice to the provisions of Article 1.1, the Board of Management may ad-hoc decide not to apply these Regulations. The Board will inform the Chairman of the Supervisory Board hereof.
6.2 These Regulations may be amended by a decision taken by the Board of Management. As a rule, the Board of Management aims for changes in the allocation of duties every two years.
Article 7
Haskoning Advies Beheer B.V.
These Regulations apply equally to the Board of Management (under the Articles of Association) of Haskoning Advies Beheer B.V. and its meetings.
Appendix 1
Portfolio Appendix 2
List of transactions for which the approval of the Supervisory Board is necessary