You are here : Supervisory Board > Profile >  Profile of the Supervisory Board of Ballast Nedam N.V. The purpose of this profile is to provide a guide to the membership and work of the Supervisory Board. This profile is discussed at the General Meeting of Shareholders of Ballast Nedam on May 11, 2005. 1 General   1.1 The task of the Supervisory Board is to supervise the policy of the Board of Management and the general performance of the company and its associated business. The Supervisory Board supports the Board of Management in an advisory capacity. In performing its work, the Supervisory Board focuses on the interests of the company and its associated business. The Supervisory Board acts as collectively with shared responsibility and no individual mandate, and is independent of the company’s individual interests. A member of the Supervisory Board (“member”) will not hold jobs or positions that are incompatible with the interests of Ballast Nedam. If a conflict of interest nevertheless arises in relation to a member in a specific case, the member in question will report this without delay to the Supervisory Board Chairman. The latter will ensure that the member in question does not take part in discussions and decision-making on the matter concerned and, if necessary, will take such measures as he/she considers appropriate.   1.2 The Supervisory Board is responsible for the quality of its own performance. The allocation of the Supervisory Board’s tasks, its working procedures and those of the Chairman will be laid down in regulations. The Supervisory Board will include a passage in the regulations concerning its dealings with the Board of Management, the COR and the General Meeting of Shareholders. The regulations shall be published on the company’s website.   1.3 In compliance with Articles of Association of Ballast Nedam N.V., the Supervisory Board will itself determine the number of members it has. The Supervisory Board shall consist of at least three members. 2 Expertise and membership   2.1 Each member of the Supervisory Board must be capable of assessing the main points of the overall policy. All members must have the specific expertise required to perform their tasks, in line with their role within the Board’s profile. The composition of the Supervisory Board should be such that it is able to perform its tasks properly. Members will be reappointed only after careful consideration. The above profile requirements must also be taken into account in relation to reappointments.   2.2 The Supervisory Board must have knowledge of the various aspects of the group’s business operations: Management of large companies that are also active outside the Netherlands; At least one member of the Supervisory Board should be a financial expert: financial/accounting knowledge and experience with a listed company or with other large legal entities; Corporate human resource management and labour relations; The construction industry (technical and commercial); Public management (preferably relating to Ballast Nedam’s field of operations); Legal affairs and corporate governance.   2.3 The membership of the Supervisory Board shall be such that the members can operate independently of each other, of the Board of Management and of any individual corporate interests. All Supervisory Board members, with the exception of not more than one person, shall be independent included in the Tabaksblat Code. A Supervisory Board member shall be deemed to be independent if the following criteria of dependence do not apply to him. The said criteria are that the Supervisory Board member concerned or his wife, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree: has been an employee or member of the Management Board of the company in the five years prior to the appointment; receives personal financial compensation from the company, or a company associated with it, other than the compensation received for the work performed as a Supervisory Board member and in so far as this is not in keeping with the normal course of business; has had an important business relationship with the company, or a company associated with it, in the year prior to the appointment. This includes the case where the Supervisory Board member, or the firm of which he is a shareholder, partner, associate or adviser, has acted as adviser to the company (consultant, external auditor, civil notary and lawyer) and the case where the Supervisory Board member is a management board member or an employee of any bank with which the company has a lasting and significant relationship; is a member of the Management Board of a company in which a member of the Management Board of the company which he supervises is a Supervisory Board member; holds at least ten percent of the shares in the company (including the shares held by natural persons or legal entities which cooperate with him under an express or tacit, oral or written agreement); is a member of the Management Board or Supervisory Board – or is a representative in some other way – of a legal entity which holds at least ten percent of the shares in the company; has temporarily managed the company during the previous twelve months where Management Board members have been absent or unable to discharge their duties.   2.4 Efforts will be made to appoint both male and female members of the Supervisory Board, and a sufficient number of members who are still actively employed. 3 Final provisions   3.1 This profile will be evaluated regularly, at the initiative of the Supervisory Board.   3.2 The profile is a public document that will be published on the Ballast Nedam website at www.ballast-nedam.nl. Copies of the profile will be available from the secretariat of the Supervisory Board at Ringwade 71, Nieuwegein.