Corporate Governance

On 9 December 2003, the Dutch Corporate Governance Code (‘the Code’) was adopted and published.

The Code makes recommendations on the efficient supervision of management (‘checks’) and a well-balanced distribution of the influence exercised by the management, the Supervisory Board and the General Meeting of Shareholders (‘balances’).

Although the Code is primarily applicable to listed Dutch companies, Nuon has decided to apply the Code on a voluntary basis effective from the financial year 2004.

In the General Meeting of Shareholders held on 27 May 2004, Nuon discussed with shareholders the manner in which it wished to apply the Code. Shareholders agreed with the proposed approach. Nuon’s existing rules, procedures and regulations were checked for compliance with the Code and adapted where necessary. These include regulations for the Management Board, the Supervisory Board, the Audit Committee and the Selection, Appointment and Remuneration Committee. ­
A Whistleblower Policy and a Code of Conduct are also in place. All these documents are posted on Nuon’s website (www.nuon.com)in the ‘Corporate Governance’ section. Interested parties can inspect all relevant documents. These are checked from time to time and updated as required. To this end Nuon follows with great interest the work of the Frijns Committee which is tasked with monitoring the application of the Code and promoting its practicability. Every material change in Nuon’s Corporate Governance structure and compliance with the Code is put to the General Meeting of Shareholders as a separate agenda item.

In its annual report, Nuon addresses the main points of its Corporate Governance structure and explains the manner in which it has applied the Code’s principles and best practices.