Report of the Supervisory Board

Supervisory Board meetings in 2008

The Supervisory Board's close involvement with the company's business is evidenced by the fact that it held six regular meetings in 2008 and the Chairman and, where appropriate, individual members of the Supervisory Board held many informal meetings with the Chairman of the Management Board. The meetings were held in February, April, May, July, October and December 2008. The Supervisory Board's schedule of meetings in 2009 will be essentially similar. The members of the Supervisory Board consider it important to keep informed of the company's activities.

Items on the agenda of the Supervisory Board meetings in 2008 included the acquisition of Alex and the resultant integration activities, the further professionalisation of the organisation, the preparations for setting up a platform for best-execution services, the launch of a share buy-back programme and the credit crunch. The Supervisory Board also discussed the disposal of the last of BinckBank's trading activities, the manner in which the strategy was to be pursued, the revision of the remuneration policy for the Management Board, the introduction of a similar policy for key staff within the organisation, the 2009 budget and the 2009 strategy document. The qualitative and quantitative targets for the Management Board in 2009 were adopted at the December 2008 meeting. Regularly recurring items included discussion of the auditors' reports (in the presence of the external auditors), press releases and the annual report.

The agendas of the Supervisory Board meetings, which were prepared in all cases by the chairman of the Supervisory Board in consultation with the Management Board, covered all aspects of the company's operations and included strategic, operational and organisational issues. The company's strategy and risk exposure were discussed on several occasions, as were the findings of the Management Board's evaluation of the structure and operation of the internal risk management and control systems and any significant changes.

The joint meetings of the Supervisory Board and the Management Board were conducted in an open and collegial atmosphere, allowing ample scope for constructive criticism, which was helpful to the Supervisory Board in properly discharging its supervisory and advisory responsibilities. The Chairman's conduct of the meetings was considered satisfactory by those attending them. At the joint meetings of the Management Board and Supervisory Board, there was frequent and detailed discussion of strategy.

The papers produced for the meetings of the Supervisory Board and its joint meetings with the Management Board were circulated in good time and were of a good standard. The papers provided the basis for well-informed discussion of all relevant developments and risks within the company and of the policy and strategy, which is essential to prudent decision-making.

In view of the growth in the scale and scope of BinckBank's activities, the Supervisory Board paid particular attention to broadening and deepening the organisation and the available knowledge and expertise, thereby making an important contribution to management continuity at all levels in the organisation. In the absence of the Management Board, the Supervisory Board discussed the functioning of the Supervisory Board itself and of its individual members and the conclusions to be drawn. Taking the above considerations into account and exercising the necessary discretion, this examination addressed the profile, composition and competence of the Supervisory Board and that of its individual members, while taking due account of the need for prudence.

Likewise in the absence of the Management Board, the Supervisory Board discussed the functioning of the Management Board and of its individual members, again taking the above considerations into account. The Supervisory Board came to the unanimous conclusion that the Management Board as a whole and its individual members had again performed well in the past year.

The Management Board functioned last year as a close-knit professional team whose individual members performed their tasks to an extremely high standard and were able to focus particular attention on the specific areas allocated to them while discharging their broader shared responsibilities. The exchange of specific information on these areas between the individual members of the Management Board and between the Management Board and Supervisory Board was prompt and of good quality, enabling those concerned to perform their tasks satisfactorily. By exchanging expertise and experience intensively and proactively, the members of the Management Board were able, each from the perspective of their individual backgrounds, to put the collegial principle of management into practice.

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