Introduction

Following matters pertaining to the Divisions and Vopak Corporate, require the approval of respectively notification to the Executive Board or the member of the Executive Board, who has prime responsibility for the Division/Activity.

It will be at the Division’s discretion to impose its Operating Units the obligation to seek the approval of the Division President for additional matters and for projects below the thresholds stated herein.

The Executive Board may delegate the approval authority of part of the sections as provided herein to the prime responsible members of the Executive Board.

In pursuing any project it is assumed that the Divisions will see to it that Vopak’s Investment Guidelines and the Vopak Project Management Procedure (VPM) will be adhered to.

1.  Capital Expenditure Budget

1.1 During the 4th quarter of the calendar year the Executive Board reviews and approves the Capital Expenditure Budget of each of the Divisions (‘Budget’) for the subsequent calendar year as part of the annual budget cycle.

1.2 Subsequent additions respectively deviations of the Budget (‘Budget Changes’) up to the lower of 10 percent of the Budget amount and an aggregate amount of EUR 2 million during the budget year will be permitted provided:

1. corresponding capital reductions/cancellation of other budget items for at least same amounts will have been designated by Division Management;
2. the Budget Changes as well as the corresponding reductions/cancellation of other budget items have been supported by the member of the
   Executive Board, who has prime responsibility for the Division/Activity.

1.3 Any addition or deviation of the Budget not adjusted pursuant to section 1.2 will require the approval of the Executive Board.

2.   Execution of individual projects
                                                        
2.1 If an when individual projects are covered by any of the provisions of section 1 and the consideration (or net present value of operational/financial lease terms or rentals) thereof exceeds an amount of EUR 2 million, said projects will require the approval of the Executive Board prior to the execution of the project. Projects with a consideration in excess of EUR 1 million and below said EUR 2 million threshold should be approved by the prime responsible member of the Executive Board prior to the execution and communicated by him to the other members of the Executive Board concurrently.

2.2 Any approval for an individual project is deemed to be provided for the amount in the local currency. Accordingly cost addition and deviation of individual projects only occur if the approved amount of the local currency is exceeded. Any cost overrun of an individual project which was initially approved by (the prime responsible member of) the Executive Board or the Division President, will require instant notification to the prime responsible member of the Executive Board and subsequent approval of the same body or   to the extent thresholds mentioned in section 2.1 are exceeded - the corresponding approval of the higher body.

3.  New activities

The development of new activities other than regular tankstorage activities will require the approval of the Executive Board.

4. Disposal of fixed assets

4.1 To the extent the disposal of fixed assets is reflected in the budget and the bookvalue exceeds an amount of EUR 2.0 million said disposal will require the approval of the Executive Board.

4.2 An unbudgeted disposal of fixed assets will require the approval of the Executive Board if and when the bookvalue exceeds an amount of EUR 1.0 million.

4.3 Each disposal of fixed assets at a loss of more than EUR 100,000 and each disposal of financial fixed assets will require the prior approval of the Executive Board.

5. Joint Ventures

5.0 The setting up, modification and termination of joint ventures
The initiating of discussions on respectively the entering into of a joint venture agreement or similar (pooling)agreements including sizeable amendments or termination thereof require the approval of the Executive Board.

5.1 Decision taking in the joint venture

5.1.1 The Vopak representative in the Board of Directors or the General Meeting of the Joint Venture will undertake to apply the Holy List including the notion of the Executive Board approving the capital expenditure budgets of Joint Ventures to the extent these budgets exceed an aggregate amount of EUR 5 million.

However, as to the various thresholds reflected in this document the thresholds will be adapted by applying the multipliers as stated hereafter in this section 5.1.

If and when the Board of Directors or the General Meeting of the Joint Venture outvote the Vopak representative such outvoting will be notified to the Executive Board.

5.1.2 To the extent Vopak controls 40 to 50 percent of the shareholding in the Joint Venture all thresholds should be multiplied by two for the Vopak representative in the Board of Directors of the Joint Venture in seeking the approval of the Executive Board or the prime responsible member of the Executive Board prior to issuing his vote at the meeting of the Board of Directors or the meeting of shareholders of the Joint Venture.

5.1.3 To the extent Vopak controls 25 to 40 percent of the shareholding in the Joint Venture all thresholds should be multiplied by three for the Vopak representative in the Board of Directors of the Joint Venture in seeking the approval of the Executive Board or said responsible member of the Executive Board.

6. Long-term tank storage commitments

6.1 The renting in or out of tank storage capacity to the extent the commitment exceeds an amount of EUR 5 million in any given year and the transaction commits the company for three years or longer will require the approval of the Executive Board.

6.2 To the extent the company will be committed for three years or longer and the commitment will be between EUR 3 million and EUR 5 million in any given year, such transaction will require notification to the Executive Board afterwards.

7. Other sizeable commitments and intentions

Following matters require the approval of the Executive Board.

7.1 Any other transaction in the ordinary course which is not covered by any of the previous sections to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 5 million.

7.2 Any transaction which is not in the ordinary course to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 250,000.

7.3 The signing of Letters of Intent or similar documents aiming for acquisitions or joint ventures or other major transactions.

7.4 The retention of services of consultants for considerations in excess of EUR 100,000.

7.5 Any transaction which will result in a loss in excess of EUR 100,000.

8. Human Resources

Following Human Resources matters require the approval of the Executive Board. 

8.1 Appointment or employment, determination and major changes of employment terms and discontinuation of employment of Division Presidents, members of the management teams of the Divisions, ex patriates, managing directors of the Operating Units, other direct reports to the President of the Division, other persons in HAY grade > 19 and identified ‘potentials’.

8.2 The adoption of Management Development plans, succession plans and training programs for the categories as referred to under section 8.1.

8.3 The remuneration packages including salary structure and level of grading, salaries, bonus - and benefit packages or any change thereof to be applied to persons in Hay grade 19 and higher and/or terminations of the categories as referred to under section 8.1.

8.4 The determination of total FTE’s as part of the annual budget cycle and any overrun thereof, major change of organisational structure and/or working conditions and/or any of the company’s applicable collective labour agreements and/or labour union agreements.

8.5 The adoption of recruitment  , benefits   and termination policies and major changes thereto.

9. Policy Settings//Deviation

9.1 All policies and subsequent amendments thereof as submitted by the Policy Committee will require the approval of the Executive Board.

9.2 Any deviation from corporate policies including the Code of Conduct, E(nterprise) R(isk) M(anagement) policies and applicable S(aftey) H(ealth) E(nvironment) Standards will require the approval of the Executive Board.

10. SHE matters

10.1 Any serious incident, likely to have serious impact, internally or externally, on an operating company and/or serious negative publicity affecting corporate image, will be instantly notified to the Executive Board following the currently applicable procedures of Serious Incident Reporting.

10.2 The entering into of commitments regarding the remedying of environmental damages or exposures to the extent  the consideration thereof exceeds an aggregate amount of EUR 500,000 will require the approval of the prime responsible member of the Executive Board. In case prompt action is required, such commitment will be notified to the Executive Board as soon as practicable.

11. Legal Proceedings

The starting of legal proceedings respectively the submission of claims to a third party as well as settling such proceedings or claims to the extent amounts have or may have to be spent or written off in excess of an aggregate amount of EUR 500,000 requires the approval of the Executive Board. The receipt of claims (potentially) in excess of an aggregate amount of EUR 500,000 from a third party should be notified to the Executive Board instantly.

Excluded from this section will be legal steps which aim at protecting the company’s legal position and which should be taken without undue delay as well as measures which aim at the collection of trade debts.

12. Loans
 
Any lending or borrowing of moneys or any accelerated redemption of loans as well as any policy regarding hedging and forward transactions or any change thereof to the extent these will not be in line with the guidelines issued by Corporate Treasury require the approval of the Executive Board.

13. Guarantee
 
The issuance of guarantees for commitments of third parties and for commitments of companies affiliated with Vopak - both to the extent these commitments exceed an aggregate amount of EUR 100,000 - require the approval of the Executive Board.

14. Subsidiary/Branches
 
The setting up of, or winding up of a subsidiary or a branch office require the approval of the member of the Executive Board, who has prime responsibility for the Division.

15. Public Statements

Proposals for Public Statements (including those to be made in interviews and press releases) are in principle to be notified in advance to both the Executive Board or the member having the prime responsibility for the Division/Activity and the Director of Corporate Communications.