Vopak has evaluated its corporate governance structure against the Code and concluded that it satisfies the principles and best practice provisions of the Code. The three exceptions below to the best practice provisions of the Code applied in 2008. At present, there is no reason to assume that further exceptions will apply in the near future.

Best practice provision II.1.1. (appointment of Executive Board members for four years)
The term of Mr. De Kreij’s contract of employment is not in accordance with this provision. The contract was concluded for an indefinite period of time and before the Code took effect.

Best practice provision II.2.7. (maximum severance pay)
The contract of employment between Vopak and Mr. De Kreij is not in accordance with this provision. In the event of his dismissal, Mr. De Kreij will be contractually entitled to at least two years’ salary. Such severance pay may also become due if Mr. De Kreij cannot reasonably be asked to fulfill his duties any longer as a result of changes in circumstances, for example if a public bid is being made. The contract was concluded before the Code took effect and rights acquired may not be impaired.

Best practice provision III.2.1. (independence of Supervisory Board members)
Two members of the Supervisory Board, Mr. Van der Vorm and Mr. Van den Driest, do not currently satisfy all independence criteria of the Code, which is not in accordance with this best-practice provision. The Supervisory Board and the Executive Board are of the opinion that both gentlemen offer considerable added value to the Supervisory Board. Regarding Mr. Van der Vorm, this added value particularly consists of his capabilities, knowledge and experience in managing and investing in internationally operating companies. For Mr. Van den Driest, his knowledge of logistic services, tank storage activities, the Port of Rotterdam and familiarity with the company, which he acquired over many years in different capacities, as Chairman of the Executive Board upto 1 January 2006, in particular have considerable added value for the Supervisory Board. The General Meeting has approved the (re) appointment of Mr. Van der Vorm and Mr. Van den Driest during the respective General Meetings.