Rules of the Supervisory Board of Koninklijke Vopak N.V.


RULES GOVERING THE SUPERVISORY BOARD'S PRINCIPLES AND BEST PRACTICES

These rules (" Rules") were adopted by the Supervisory Board ("SB") of Koninklijke Vopak N.V. ("the Company") on March 5th, 2004 and amended pursuant to a resolution of the SB of the Company passed on December 14th, 2006.

Article 1 - Status and contents of the Rules

1.1 These Rules are issued pursuant to article 16.10 of the Company's articles of association of the Company and are complementary to the rules and regulations (from time to time) applicable to the SB under Dutch law or the Company's articles of association.

1.2 Where these Rules are inconsistent with Dutch law or the Company's articles of association, the latter shall prevail. Where these Rules conform to the Company's articles of association but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of these rules are or become invalid, this shall not affect the validity of the remaining provisions. The SB shall replace the invalid provisions by those which are valid and the effect of which, given the contents and purpose of these rules is, to the greatest extent possible, similar to that of the invalid provisions.

1.3 These following annexes are attached to, and form an integral part of these Rules:

Annex A: the profile of the supervisory board's scope and composition.
Annex B: the resignation rota for members of the supervisory board.
Annex C: the Rules governing the audit committee of the supervisory board.
Annex D: the Rules governing the remuneration committee of the SB
Annex E: the Rules governing the selection and appointment committee of the SB;
Annex F: the Rules related to Investments and Inside Trading for members of the Executive Board ("EB") and the SB;
Annex G: the Rules of Conduct relating to suspected irregularities for employees of the Company and its Group Companies ("Whistleblowers").

1.4 These Rules have been based on the Dutch corporate governance code as adopted by the Corporate Governance Committee on December 9th, 2003 (the "Code").

1.5 In its resolution adopted on March 5th, 2004 the EB unanimously declared that:

1. it will comply with, and by bound by the obligations arising from these Rules to the extent that they apply to it and its members (including articles 4.2, 7.4, 11.1, 11.4, 12, 13.2, 13.3, 13.4, 14.2 and 14.4. of these Rules);
2. on appointment of new members it will cause such members to issue a declaration as referred to in a) above.

1.6 On March 5th, 2004 the external auditor of the Company declared that it will comply with, and be bound by obligations arising from these Rules to the extent they apply to it (including articles 9.3 and 11.5 and article 4.2 of the Rules of the audit committee).

1.7 These Rules are published on the Company's website http://www.vopak.com/ and can be downloaded by selecting Corporate Governance.

Article 2 - Responsibilities of the SB

2.1 The SB shall be responsible for supervising the Company's management and the Company's general affairs and the business connected with it, and for advising the EB. In discharging its duties, the SB shall be guided by the interests of the Company and its business; it shall take into account the relevant interests of all those involved in the Company (including the Company's shareholders).
In doing so the SB strives for the creation of shareholders value at the long run. The SB is responsible for the quality of its own performance.

2.2 The responsibilities of the SB shall include:

1. supervising and monitoring (whether or not beforehand) and advising the EB on (i) the achievement of the Company's objectives, (ii) the Company's strategy and risks inherent to its business activities, (iii) the structure and management of the internal risk management and control systems, (iv) the financial reporting process, (v) the application of information and communication technology (ICT) and (vi) compliance with legislation and regulations;
2. disclosing, complying with and enforcing the Company corporate governance structure;
3. approving the annual accounts and approving the Company's annual budgets and major capital expenditures;
4. selecting and nominating the Company's external auditor;
5. selecting and nominating members of the EB, proposing the remuneration policy for members of the EB, such policy to be adopted by the general meeting of shareholders of the Company (the "General Meeting"), fixing the remuneration (in accordance with the said remuneration policy) and contractual terms and conditions of employment of members of the EB;
6. selecting and nominating the members of the SB and proposing the remuneration of its members to be adopted by the General Meeting.
7. evaluating and assessing the functioning of the EB and the SB as well as their individual members (including the evaluation of the SB's profile and the introduction, education and training program (see articles 3.1 and 8));
8. handling and deciding on reported potential conflicts of interests within the meaning of article 11 between the Company on the one side and members of the EB, the external auditor and the major shareholder(s) on the other side;
9. handling and deciding on reported alleged irregularities that relate to the functioning of the EB within the meaning of article 12.

2.3 The SB shall prepare and publish a report on the functioning and activities of the SB and its core committees during the preceding financial year. The report shall at least include the information referred to in articles 3.4, 3.6, 5.3, 10.4, 17.1 and 17.2.

Article 3 - Composition, expertise and independence of the SB

3.1 Currently the SB consists of 5 members respectively such number of members as the SB may decide in accordance with the articles of association of the Company. The SB shall prepare a profile of its scope and composition, taking into account the nature of the business, its activities, and the desired expertise, experience and independence of its members. The SB shall evaluate the profile annually. The present profile of the SB is attached as Annex A.

3.2 The composition of the SB shall be such that the combined experience, expertise and independence of its members meet the profile attached as Annex A and enables the SB in the best way to carry out the variety of its responsibilities and duties to the Company and all others involved in the Company (including its shareholders), in accordance with applicable law and regulations (including the rules of any exchange on which the Company’s shares (or depositary receipts thereof) may be listed).

The division of duties among the members of the SB follows from the profile attached as Annex A.    

3.3 In composing the SB, the following requirements must be observed:

1. each of its members must be capable of assessing the broad outlines of the overall policy of the Company;
2. each of its members must fit in the profile attached as Annex A and by way of all memberships to the SB (upon (re)appointment and thereafter), the SB as a whole must be composed in accordance with article 3.2;
3. at least one of the members of the SB must have relevant expertise in financial administration and accounting for listed companies or other large companies;
4. each of its members, with the exception of no more than one person, must be independent with the meaning of article 3.4;
5. none of its members may maintain more than five memberships of supervisory boards in Dutch listed companies (including the Company); in this connection a chairmanship of such supervisory board counts twice;
6. the chairman of the SB may not be a former member of the EB.

3.4 Members of the SB will not be considered independent (and will accordingly be considered independent if none of the criteria stated below apply to him) if he or his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree:

1. has been an employee or member of the company's EB (including associated companies as referred to in section 1 of the 1996 Disclosure of Holdings in listed companies act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996)) in the five years prior to his appointment;
2. receives personal financial compensation from the Company or a company affiliated with the Company other than the compensation received for the work performed as a SB member and in so far as this is not fitting in with the normal course of business;
3. has had an important business relationship with the Company or a company associated with it in the year prior to his/her appointment. This will in any event include the situation where a SB member, or the firm of which he is a shareholder, partner, associate or advisor, has acted as advisor to the Company (consultant, external auditor, civil notary and lawyer) and the situation where a SB member is a EB member or an employee of any bank with which the company has a lasting and significant relationship;
4. is a member of the executive board of a company, of which a member of the Company's EB (that he supervises) is a supervisory board member (cross-ties);
5. holds at least ten percent of the shares in the Company (including the shares held by natural persons or legal entities that co-operate with him under a legal, tacit, oral or written agreement);
6. is a member of the executive board or supervisory board - or is a representative in some other way - of a legal entity that holds at least ten percent of the shares in the Company, unless such entity is a member of the same group as the Company;
7. has temporarily managed the Company during the preceding twelve months as a result of members of the EB being absent or unable to discharge their duties.

In the SB's report, the SB shall declare that in its view article 3.3 d) of the Code has been fulfilled. It shall also indicate which SB members it considers to be not independent (if any).

3.5 The SB may appoint one or more members as "delegated" SB members. Delegated SB members are SB members with a special task. The delegated authority may not exceed the duties of the SB member himself and does therefore not include managing the Company; it entails more intensive supervision and advice and more frequent consultation with the EB. The delegation shall be of a temporary nature only. The delegation may not detract from the function and power of the SB.  Delegated SB members remain members of the SB.

3.6 Each member of the SB shall be required to submit to the SB chairman such information as is necessary to record or update, as the case may be, his

1. gender;
2. age;
3. profession;
4. principal position;
5. nationality;
6. other positions: as far as relevant to the duties as a member of the SB;
7. date of initial appointment;
8. current term in office.

The chairman shall procure that such information is published in the SB's report.

Article 4 - Chairman, vice-chairman and Company secretary

4.1 The SB shall appoint one of its members as chairman, taking into account the provision of article 3.3 sub g) of these Rules as well as a vice-chairman. The chairman determines the agenda, chairs the meetings of the SB, monitors the proper functioning of the SB and its committees, arranges for the adequate submission of information to the members of the SB, ensures that there is sufficient time for decision taking, arranges for the introduction and training program for members of the SB, acts on behalf of the SB as main contact for the EB, initiates the evaluation of the functioning of the SB and that of the EB, and as chairman ensures the orderly and efficient conduct of the General Meeting.

 The chairman of the SB ensures:

1.  members of the SB to follow their induction and training program;
2. the adequate and timely submission of information to the members of the SB as necessary for the proper performance of their duties;
3. that there is ample time for consultation, consideration and decision-taking by the SB;
4. the steering, and procuring the adequate performance of, the committees of the SB;
5. the [annual] evaluation and assessment of the functioning of the members of the EB and the SB;
6. that the contacts with the EB and the central works council of Vopak Nederland B.V. pursuant to the terms of a covenant dated June 10th, 2002 are productive and that the outcome thereof are timely and prudently communicated to the other members of the SB;
7. receiving, and deciding on, reported potential conflicts of interests within the meaning of article 11 hereof;
8. receiving, and deciding on, reported alleged irregularities relating to the functioning of the members of the EB within the meaning of article 12 hereof.

4.2 The SB shall be assisted by the Company secretary. The Company secretary will be appointed and dismissed - whether or not at the recommendation of the SB - by the EB subject to the prior approval of the SB. The Company secretary shall be primarily responsible for:

1. compliance of the SB's functioning with Dutch law, the Company's articles of association and the rules and regulations issued pursuant thereto (including the Code and these Rules);
2. assisting the chairman of the SB in effectively organizing the SB and its meetings (information, agenda, evaluation, training programs, etc).

Article 5 - SB committees

5.1 The SB shall have at least three core committees, i.e., the audit committee, the remuneration committee and the selection and appointment committee, to be appointed by the SB from its own members. The (entire) SB continues to be responsible for its decisions also if these are prepared by one of the SB's committees.

5.2 The SB shall prepare rules governing each of the respective committee's practices and principles (responsibilities, composition, meetings, etc.). The present rules of the respective committees are attached as Annexes C, D and E. 

5.3 The composition of the committees, the number of committee meetings and the main items to be discussed therein shall be recorded in the SB's report.

The rules governing the respective committee's practices and principles and the composition of its respective members shall be placed on the Company's website as referred to in article 1.7.

5.4 Should one or more committees as referred to in article 5.1. not be instituted or cease to exist, its respective practices and principles as set forth in the relevant Annex shall apply mutatis mutandis to the SB.

5.5 The SB shall receive from each of the committees on an annual basis a report of its deliberations and findings.

Article 6 - (Re)appointment, term and resignation

6.1 The members of the SB shall be appointed by the General Meeting with or without a non-binding nomination of the SB. The non-binding nomination for appointment shall state the reason for it. On reappointment, the manner in which the candidate fulfilled his duties as member of the SB shall be taken into account. Members of the SB shall hold office for a maximum period of four years and shall thereafter be eligible for reappointment, provided that no members shall hold office for more than three 4-year terms or twelve years, as the case may be unless the SB decides otherwise.

6.2 The SB shall prepare a resignation rota to prevent, to the largest extent possible, reappointments occurring simultaneously. The current resignation rota of the SB is attached as Annex B. Without prejudice to article 6.3, members of the SB shall resign in accordance with the resignation rota.

6.3 Members of the SB shall retire early in the event of inadequate performance, structural incompatibility of interests, and other instances where retirement is deemed necessary at the discretion of the SB.

6.4 Members of the SB who temporarily take on the management of the Company if and when the EB members are absent or unable to discharge their duties, shall for that purpose (temporarily) resign from the SB.

Article 7 - Remuneration

7.1 The SB shall from time to time submit proposals to the General Meeting in respect of the remuneration to be paid to the chairman and other members of the SB. The remuneration as set out hereafter has been fixed pursuant to a resolution passed by the annual general meeting of shareholders on April 26th, 2007. The remuneration of a SB member may not be made dependent on the Company's results and currently amounts to EUR 45,000 for the chairman and EUR 33,000 for the other members. These amounts include an annual expense allowance of EUR 2,268.90 which is deemed to cover all reasonably made expenses in connection with the attending of meetings in the Netherlands, as well as with the visiting of activities in the Netherlands. Costs to be made in connection with the attending of meeting or visiting activities abroad, may be charged to the Company separately.
 
 In addition the chairman of the audit committee will be entitled to an annual fee of EUR 7.500,00. The members of the audit committee will be entitled to an annual fee of EUR 5,000. The chairman of the remuneration committee will be entitled to an annual fee of EUR 6.000,00. The members of the remuneration committee will be entitled to an annual fee of EUR 4.000,00.  The chairman of the remuneration committee will be entitled to an annual fee of EUR 6.000,00. The members of the remuneration committee will be entitled to an annual fee of EUR 4.000,00. The chairman of the selection and appointment committee will be entitled to an annual fee of EUR 3.500,00. The members of the selection and appointment committee will be entitled to an annual fee of EUR 2.500,00.

 The amounts due pursuant to this article will be paid semi annually in arrears.
 If the members of the SB are required to charge VAT on their fees, the Company shall pay the amount of VAT.

7.2 In fixing the remuneration of the SB, the following requirements must be observed:

1. none of its members may receive shares and/or options or similar rights to acquire shares in the Company's capital as part of their remuneration;
2. none of its members may accept personal loans, guarantees, etc. from the Company, other than in the normal course of business and with the approval of the SB. No remission of loans may be granted.

7.3 The remuneration, reimbursement of expenses and other agreed terms and conditions, including the date as of which such payments shall be made, shall be determined by the General Meeting and be agreed in writing between the Company and each individual member of the SB.

The notes to the annual accounts shall in any event contain the information prescribed by law as to the size and structure of the remuneration of individual members of the SB.

7.4 Each year the Company will conclude a D&O liability insurance coverage for the benefit of the members of the Supervisory Board and inform the Supervisory Board on the amounts covered and the main conditions of the insurance policy.

Article 8 - Induction program, ongoing training and education

8.1 Once appointed, each member of the SB shall follow an induction program addressing:

1.  general financial and legal affairs,
2. financial reporting by the company;
3. specific aspects unique to the Company and its business activities;
4. responsibilities of members of the SB.

8.2 Each year the SB shall evaluate the training and education program to identify any other specific aspects in respect of which further training and education is required.

Article 9 - SB meetings (agenda, teleconferencing, attendance, minutes)

9.1 The SB shall hold at least 4 meetings per year and whenever one or more of its members have requested a meeting. SB meetings are generally held at the offices of the Company, but may also take place elsewhere.

In addition, meetings may be held by telephone or videoconference provided that all participants can hear each other simultaneously.

 Members of the SB who are frequently absent during meetings of the SB shall be asked by the chairman to explain their absence. Frequent absences shall be reported in the SB's report.

9.3 Unless the SB decides otherwise, meetings of the SB shall be attended by one or more members of the EB, save for meetings concerning:

1.  the evaluation of the functioning of the EB and its individual members, and the conclusions to be drawn from the evaluation;
2. the evaluation of the functioning of the SB and its individual members, and the conclusions to be drawn from the evaluation;
3. the desired profile, composition and competence of the SB;
4. the potential conflicts of interests of members of the EB within the meaning of article 11.

The external auditor of the company shall attend each SB meeting at which the examination, adoption and, if applicable, approval of the annual accounts are discussed. The external auditor shall receive the financial information underlying the adoption of the quarterly or half yearly accounts and other interim financial reports and shall be given the opportunity to respond to comment on all information.

9.4 Meetings shall be convened by the Company secretary on behalf of the member(s) requesting the meeting. Where this is practically possible, notices convening a meeting, the agenda and memoranda on items to be considered and discussed therein shall be dispatched ultimately prior to the weekend preceding the meeting to each member of the SB and the EB.

9.5 Minutes of the meeting shall be prepared by the secretary of the meeting. They shall generally be adopted in the next meeting. If all members of the SB agree on the contents of the minutes, they may be adopted earlier.

The minutes shall be signed for adoption by the chairman and shall be dispatched to all members of the SB as soon as practically possible. The Company secretary may issue and sign extracts of the adopted minutes.

Article 10 - SB resolutions (quorum, votes, items to be considered)

10.1 The SB can only validly adopt resolutions in a meeting at which at least the majority of its members including the chairman and deputy chairman is present or represented, with the proviso that members who have a conflict of interests as referred to in article 11 shall not be taken into account when establishing this quorum.

The SB may also adopt resolutions outside a meeting, provided that the motion in question has been submitted to all of its members, none of them has objected to this form of decision-taking, and each of them has voted in favor of the proposed motion. The chairman shall prepare and sign a report of the resolution adopted in this manner, enclo¬sing any written replies received. The adoption of resolutions outside a meeting must be reported at the subsequent regular meeting.

10.2 Unless the articles stipulate that a resolution is passed unanimously a resolution is deemed to have been passed if and when the absolute majority of the SB - including the chairman and vice-chairman - has voted in favor of the resolution. If there is a tie, the chairman shall have the casting vote.

10.3 The ongoing items to be considered and discussed at supervisory board meetings include reviewing the company's budget and financial results, approving major decisions requiring SB action, approving corporate strategy (and changes thereto) capital expenditures not reflected in the Company's budget, long-term capital structures, new lines of business, major acquisitions and divestments as well as receiving and commenting on reports from the SB's committees.

10.4 At least once a year, the supervisory board shall discuss:

1. the functioning of the SB and its individual members, and the conclusions to be drawn on the basis thereof;
2. the desired profile, composition and competence of the SB;
3. the functioning of the EB and its individual members and the conclusions to be drawn on the basis thereof;
4. the evaluation of the induction, education and training program as referred to in article 8;
5. the corporate strategy, the risks of the business and the result of the evaluation by the EB of the structure and operation of the internal risk management and control systems, as well as any significant changes thereto.

 The report of the SB will refer to the fact that the discussions as meant herein were held.

Article 11 - Conflict of interests

11.1 An SB member shall not participate in the discussions and/or decision-taking process on a subject or transaction in relation to which he/she has a conflict of interest with the Company within the meaning of article 11.2. Such transaction must be concluded on terms at least customary in the sector concerned. Resolutions to enter into such transaction must be approved by the SB.
 The chairman of the SB shall procure that transactions in respect of which SB members have a conflict of interest will be stated in the Company's annual report while reference is made to the conflict of interests and a declaration is made that articles 11.1, 11.2 and 11.3 hereof were complied with.  

11.2 A member of the SB shall in any event have a conflict of interests with material significance to the Company and/or the relevant member of the SB ("conflict of interests") with the Company if:

1.  he personally has a material financial interest in a company with which the Company intends to enter into a transaction;
2. his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree, is a member of the executive board or supervisory board of a company with which the Company intends to enter into a transaction;
3. he is a member of the executive board or supervisory board of, or holds similar office with, a company with which the Company intends to enter into a transaction;
4. under applicable law, including the Rules of any exchange on which the Company's shares (or depositary receipts thereof) are listed, such conflict of interest exists or is deemed to exist;
5. such ruling shall be made in accordance with the provisions in article 10.2 of these Rules.

11.3 Each SB member (other than the chairman or the vice-chairman of the SB) shall immediately report any potential conflict concerning an SB member to the chairman of the supervisory board. The SB member with such (potential) conflict of interests must provide the chairman of the SB with all information relevant to the conflict of interests, including information relating to his spouse, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the chairman of the SB will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests to which article 11.1 applies.

In case the chairman of the SB has a (potential) conflict of interest he shall immediately report such potential conflict to the vice-chairman of the SB and vice versa.  The (vice-)chairman of the SB must provide the (vice-)chairman of the SB with all information relevant to the conflict of interests, including information relating to his spouse, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the SB will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests to which article 11.1 applies.

11.4. Article 11.2 applies mutatis mutandis to members of the EB. In addition, a conflict of interests is deemed to exist in case the Company intends to enter into a transaction with a person or entity that holds at least ten percent of the shares in the Company.

Each member of the EB shall immediately report any potential conflict of interests to the chairman of the SB. The EB members with such (potential) conflict of interests must provide the chairman of the SB with all information relevant to the conflict of interests, including information relating to his/her spouse, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the SB will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests pursuant to which the transaction must be concluded on terms at least customary in the sector concerned. Resolutions to enter into such transaction must be approved by the SB.
 The chairman of the SB shall procure that these transactions will be stated in the Company’s annual report with reference to the conflict of interests and a declaration that this article 11.4 was complied with.

11.5. The external auditor shall in any event have a conflict of interests with the Company, if:

1.  the independence of the external auditor with respect to its (supervision of) financial reporting is compromised by the non audit activities for the Company (including inter alia marketing, advice on (management) consultancy or information technology);
2. the responsible partner in the external auditors firm has been in charge of the audit activities for the Company during a continuous period of 7 years without rotation;
3. under applicable law, including the Rules of any exchange on which the Company’s shares (or depositary receipts thereof) are listed, such conflict of interests exists or is deemed to exist;
4. the SB at its sole discretion has ruled that such conflict of interests exists or is deemed to exist.

The external auditor of the Company, as well as each member of the EB and SB shall immediately report any potential conflict concerning the external auditor to the chairman of the SB. The external auditor of the Company, as well as each member of the EB and SB must provide all information relevant to the conflict of interests to the chairman of the SB. In all circumstances other than the ones listed under c) and d) above the SB will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests pursuant to which the appointment of the external auditor will have to be reconsidered or other measures must be taken to resolve it.
The chairman of the SB shall procure that those measures will be mentioned in the Company’s annual report while reference is made to the conflict of interests and a declaration is made that this article 11.5 was complied with.

Article 12 - Whistleblowers

12.1. The EB shall ensure that employees have the opportunity, without jeopardising their legal position, to report alleged irregularities of a general, operational and financial nature within the Company to the chairman of the EB or to an officer designated for such purpose by him.

12.2. Alleged irregularities that relate to the functioning of the members of the EB shall be reported to the chairman of the SB.

12.3. The arrangements for whistleblowers will be placed on the Company’s website as referred to in article 1.7.

Article 13 - Information, relationship with the EB

13.1. The SB, and its individual members, have their own responsibility for obtaining all information from the EB and the external auditor that the SB requires for the due performance of its duties. If the SB deems necessary, it may obtain information from officers and external advisors of the Company. The EB shall provide the necessary means for this purpose. The SB may require that certain officers and external advisors attend its meetings.

13.2. The EB shall timely provide the SB with information (if possible, in writing) on all facts and developments concerning the Company which the SB may need to function as required and to properly carry out its duties.

13.3. The EB shall quarterly provide the SB with a report prepared in a format as agreed from time to time and setting out detailed information on inter alia policies, finance, marketing, investments and staff.

13.4. Each year, without prejudice to the above, the EB shall provide the SB with a budget for the following year, an up to date version of its long term plans, the main features of the strategic policy, the general and financial risks, the management and control systems of the Company and the statement regarding compliance with all relevant laws and regulations. In addition, the EB shall issue each year a declaration that it has provided the SB with all relevant information required for the due performance of its duties. These documents will be provided in time so as to enable the SB to give its approval thereon by December of the then current year.

Article 14 - Relationship with the shareholders

14.1. In accordance with the Company’s articles of association, the General Meeting may be convened at the request either the SB or the EB. The body convening the meeting shall ensure that it is held in due time and that the shareholders are informed by means of a shareholders circular of all facts and circumstances relevant to the item(s) on the agenda. The shareholders circular will be placed on the website of the Company, referred to in article 1.7.

14.2. The members of the Company’s EB and SB shall attend the General Meeting unless they are prevented from attending on serious grounds. In conformity with the articles of association of the Company, the chairman shall, as a general rule, chair the General Meeting, and shall decide on the contents of resolutions. The ruling pronounced by the chairman in respect of the outcome of a vote in a General Meeting shall be decisive without prejudice to the provisions of article 2:13 Dutch Civil Code.

14.3. The SB shall provide the General Meeting with any information it may require concerning an item on the agenda, unless important interests (zwaarwegende belangen) of the company or any law, rules or regulations applicable to the Company prevent it from doing so. The SB shall specify the reasons for invoking such important interests.

14.4. The EB and the SB are responsible for the corporate governance structure of the Company and must give account to the General Meeting in relation to such structure. Each year the broad outline of the Company’s corporate governance structure shall be set forth in a separate section of the annual report. In this section it is also stated to what extent the best practices of the Code were followed and if not, the reason and to what extent the Company deviates from these best practices.
 Each significant change in the Company’s corporate governance structure and the compliance of the Code shall be addressed in a separate item on the agenda for consideration by the General Meeting.

Article 15 - Relationship with the Workscouncil

The SB acknowledges a covenant entered into between the Company, Vopak Nederland BV and the Central Workscouncil of Vopak Nederland BV on June 10th, 2002. To the extent a proposal of the EB requires both the consent of the SB and an advice of the Central Workscouncil pursuant to said covenant, the SB will pass a resolution to that effect with a proviso included in such resolution that a positive or a neutral advice thereto is to be obtained from the Central Workscouncil.

Article 16 - Confidentiality

Members of the SB shall treat all information and documentation acquired within the framework of their membership with the necessary discretion and, in the case of classified information, with the appropriate secrecy.

Classified information shall not be disclosed outside the SB or EB, made public or otherwise made available to third parties, even after resignation from the SB, unless it has been made public by the Company or it has been established that the information is already in the public domain.

Article 17 - Non compliance, amendment

17.1. Without prejudice to the provisions of articles 1.2 and 14.4, the SB may occasionally decide at its sole discretion not to comply with and not to adhere to these Rules pursuant to a SB resolution to that effect. Such resolutions shall be passed taking into account the provision of article 10.2 of these Rules and shall be stated in the minutes of the meeting or in the minutes of the subsequent regular meeting.

17.2. Without prejudice to the provisions of articles 1.2 and 14.4, these Rules may be amended by a resolution of the SB to that effect. Such resolution shall be reflected in the SB’s report. The revised Rules will be put on the website of the Company.

Article 18 - Governing law and jurisdiction

18.1. These Rules shall be governed by and construed in accordance with the laws of the Netherlands.

18.2. The court of Rotterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising from or in connection with these Rules (including any dispute regarding the existence, validity or termination of these Rules).