Departures from the best practice provisions of the Code

Departures from the best practice provisions of the Code

While Draka Holding endorses the principles of the Code, it does not comply with the following best-practice provisions of the Code:

• The variable element of the remuneration of the Board of Management is not yet linked to non-financial indicatiors, which is inconsistent with best-practice provision II.2.3. Draka decided to continue in 2009 with the remuneration policy as revised at the General Meeting of 11 May 2007. The remuneration policy will be reviewed to determine whether it requires amendment for next year.

• Two members of the Supervisory Board, Annemiek Fentener van Vlissingen and Harold Fentener van Vlissingen, do not qualify as independent, which is inconsistent with best-practice provision III 2.1.

• The Supervisory Board has not set a maximum term of office for its members because Draka Holding prefers to secure long-term access to the required expertise. This is inconsistent with best-practice provision III 3.5.

• Draka Holding's Supervisory Board has a combined Remuneration & Nomination Committee. Because Draka Holding attaches great importance to the coordinating role of the Chairman of the Supervisory Board, particularly in the process of selection and nomination of Supervisory Board and Board of Management members, the Chairman of the Supervisory Board is also Chairman of the Remuneration & Nomination Committee, which is inconsistent with best-practice provision III 5.11.