Vopak has evaluated its corporate governance setup against the Dutch Corporate Governance Code (the
Code) and concluded that it satisfies the principles and best practice provisions of the Code with two
exceptions listed below.
1. Best practice provision 2.1.1 (expertise and composition Supervisory Board)
This provision relates to diversity and state that the Supervisory Board should strive for a diverse
composition as to gender and age and should formulate concrete targets to achieve this. The Supervisory
Board of Vopak strives to achieve a diverse composition of its members and has formulated key elements
of its membership profile. These elements are available in the Our Corporate Governance section of the
Vopak website.
Vopak does not strictly follow the recommendation to put an explicit target on diversity in terms of gender
or age and has not formulated concrete targets in this respect. The overriding principle for Vopak is that
the Supervisory Board has a diverse composition of members taking into account various factors
including a valuable contribution in terms of experience and knowledge of the oil, petrochemical or LNG
industries in the regions in which Vopak is active, or other business knowledge relevant for the
independent tank terminal business. Diversity in the broad sense continues to be a topic on the
Supervisory Board agenda and is also discussed in the Selection- and Appointment Committee meetings
on a regular basis.
2. Best practice provision 3.1.2.vi (blocking period of 5 years for shares granted to the Executive Board without financial consideration)
The blocking period of five years is not included in the Long-Term Incentive Plans (LTIPs). However, the remaining value of the portfolio of performance shares must be at least equal to two year’s annual base salary for the CEO and one year base salary for the CFO and COO.