Corporate Governance - TIE Holding NV

On December 9, 2003, the Corporate Governance Committee, Chaired by Mr. Morris Tabaksblat issued a new corporate governance code that applies to all listed companies incorporated in the Netherlands. This code is based on the principle accepted in the Netherlands that a company is a form of long-term collaboration between the various stakeholders, such as shareholders, employees, finance providers and other groups and individuals who directly or indirectly influence (or are influenced by) the achievement of the aims of the company. Corporate Governance

In this respect, the Management Board and the Supervisory Board have overall responsibility to take into account the interests of the different stakeholders, with a view to ensuring the continuity of the enterprise. In doing so, the Company endeavors to create long-term shareholder value. Good entrepreneurship, including integrity and transparency of decision-making by the Management Board, and proper supervision thereof, including accountability for such supervision, are essential.

The Management Board and the Supervisory Board are responsible for the corporate governance structure of the Company and compliance with the code; they are accountable for this to the general meeting of shareholders.

In the annual report, a further analysis will be given on the measures that the Company has taken to apply the code, or as the case may be, we include a proper explanation for deviations from the provisions of the code.