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Home Governance Report of the Supervisory Board Meetings of the Supervisory Board committees

Meetings of the Supervisory Board committees
Audit committee

The Audit Committee met three times in 2012. After Mr Stevens stepped down, Mr Brouwer joined the Audit Committee in July 2012. The Audit Committee spoke at great length with the Management Board and the external auditor about the 2011 financial statements, the 2011 annual report, the 2012 interim report, the associated press releases and the 2012 internal and external audit plan. The funding plan 2012 and 2013 was discussed and approved by the Supervisory Board.

The Audit Committee paid attention to horizontal supervision by the Dutch Tax and Customs Administration, which was officially introduced in 2012. The policy with regard to insurance and taxes was also reviewed. Finally, the Audit Committee devoted special attention to risk management and pensions. In February and December 2012, the Audit Committee held discussions with the external auditor (PricewaterhouseCoopers Accountants N.V.) to which the members of the Management Board and/or internal auditors were not party.

Selection and Appointments Committee

The Selection and Appointments Committee met six times in 2012. In the beginning of this year, Mr Cremers, as the Chairman of the Audit Committee, attended a number of meetings in connection with the selection and appointment procedure for the new CFO. The selection procedure was followed together with an external advisor and the committee is pleased that the General Meeting of Shareholders decided to appoint the Supervisory Board nominee, Ms De Groot as CFO. After Mr Stevens stepped down, Mr Cremers joined the committee as a permanent member in July 2012.

In 2012, the Selection and Appointments Committee also carried out the procedure for the appointment of a successor for Mr Stevens. This resulted in the recommendation to nominate Mr Wijn for appointment. At the end of 2012, the appointment of a successor for Mr Graff was discussed and the preparations were started for the reappointment and appointment of Supervisory Board members in 2013. Finally, the committee carried out the preparations for the reappointment of Mr De Groof, Mr Nijhuis and Mr Rutten.

With regard to the above appointments and reappointments, the committee has constantly liaised with both the Central Works Council and the shareholders.

Remuneration Committee

The Remuneration Committee met four times in 2012. After Mr Cremers withdrew from the committee, Ms Scheltema joined the Remuneration Committee as a new member in July 2012. In 2010 and 2011, extensive consultations were held between the members of the Supervisory Board and the shareholders in order to arrive at a new, more moderate remuneration policy for newly to be appointed members of the Management Board. In February 2012, it became apparent that not all shareholders opproved of this new policy. Decision making on this topic was postponed at the request of the shareholders. In the mean time, the Finance Minister has announced that the remuneration policy for state participations will be re-evaluated. The Supervisory Board will use the results of this re-evaluation as the basis for determining the new remuneration policy.

Public Affairs & Corporate Responsibility Committee

The Public Affairs & Corporate Responsibility Committee met four times in 2012. The verification of the Corporate Responsibility reporting in the annual report by the external auditor was discussed as well as the CR objectives for the Management Board in 2011 and 2012. The spear points of the CR policy were also discussed and a report was presented to the committee about the strategic workshop held by the Management Team Schiphol Group in which the strategic ambitions with regard to CR were discussed for the coming years. The Committee is pleased with the enthusiasm with which the CR policy is being implemented. Furthermore, significant attention was devoted to strategic communication and stakeholder management in 2012. Together with the Management Board, the Committee members are of the opinion that the passenger is of crucial importance to Schiphol in this regard. In 2012, the Public Affairs & Corporate Responsibility Committee reaffirmed Schiphol's strategy with regard to exercising restraint in the media where it concerns discussions with its customers while, on the other hand, conducting a very active dialogue with its stakeholders.