Corporate Governance

Dietsmann N.V. is a privately held company with its Group Holding offices in Breda, in the Netherlands. Dietsmann operates in an international environment. Its major customers are large multinational companies listed on the world’s most reputable stock exchanges.

These companies are subject to high standards of corporate governance and expect their business partners to apply these same high standards. Dietsmann’s management fully acknowledges the importance of good corporate governance and has developed procedures and activities to apply good corporate governance as appropriate for the Dietsmann Group.

The Dutch Corporate Governance Code

The Dutch Corporate Governance Code (the ‘Code’), published by the Dutch Corporate Governance Committee on December 9, 2003, contains principles and best practice provisions for Management Boards, Supervisory Boards, shareholders and General Meetings of Shareholders, as well as for financial reporting, audit, disclosure, compliance and enforcement standards. The Code is based on internationally recognized standards of good corporate governance. Although the Code applies only to Dutch companies listed on a stock exchange recognized by the government, and therefore not to Dietsmann, the Management Board and Supervisory Board use the provisions of the Code as a reference for the development and implementation of good corporate governance for the Dietsmann Group.

Board Regulations

Sets of regulations with regard to the division of duties and procedures were adopted in 2007 for the Supervisory Board, its Audit, Remuneration and Selection & Nomination Committees and for the Management Board. These regulations are published here, also in accordance with the principles of the Code.

Dietsmann NV Supervisory Board Regulations

The Management Board adopted a set of regulations in 2007 incorporating the best practice provisions as laid down in the Dutch Corporate Governance Code:

Dietsmann NV Management Board Regulations

Experienced Management Team

Dietsmann has considerable competence in the operation and maintenance of oil and gas production facilities. All managers have extensive experience and expertise in all segments of Dietsmann’s activities. The management team comprises highly educated and experienced professionals of various nationalities. There is excellent interaction between the many different nationalities and cultures at all staff levels. This is due to a strong company culture that fosters the values of mutual respect and teamwork. As a result, management is able to communicate and successfully implement the Group strategies of focusing on core activities, core clients and core countries.

Management Structure

The company has a two-tier board structure consisting of a Management Board (raad van bestuur) and a Supervisory Board (raad van commissarissen). The company is not subject to, nor likely to become subject to, the large company regime (structuurregime) as referred to in paragraph 6 of section 4 of book 2 of the Dutch Civil Code.