The compensation committee reviews and advises the Supervisory Board upon the remuneration and terms of employment of the members of the Executive Board. It prepares a proposal to the Supervisory Board for the fees and expense reimbursement of the members of the Supervisory Board and members of its committees, for the Supervisory Board to propose to the annual general meeting of shareholders for adoption. The remuneration of the Executive Board is included in the remuneration policy.

The committee meets at least once a year. The meetings can be attended by the chairman of the Executive Board, unless the committee expresses its wish to meet without him. The chairman of the committee may decide on attendance of other members of the Executive Board or employees of the company.

The committee shall not be chaired by the chairman of the Supervisory Board nor by a former member of the Executive Board or by a member of the Supervisory Board who is a member of the Executive Board of another listed company; no more than one member of the committee shall be a member of the Executive Board of another Dutch listed company.

The committee presently consists of  Leo M. van Wijk, Karla M.H. Peijs, Willem F.C. Stevens and Dirk P.M. Verbeek.