Hitt - Corporate Governance

CORPORATE GOVERNANCE

Articles of Association
Here you can read the Articles of Association.
They have been updated to comply with the recent changes due to the Dutch Corporate Governance Code. The Articles have been adopted by the Annual General Meeting of shareholders of February 23, 2005.

Governance code
Here you can read the full Dutch Corporate Governance Code. Compliance is indicated per article by stamp or a note of explanation.

Code of Conduct of HITT
HITT acts globally and adheres to national and international law and regulations. Within that framework HITT strives to adhere to Dutch standards. Semi-annually management of subsidiaries report their findings on this subject in their reports to NITT N.V. Also the lack of events are explicitly mentioned and signed by the management.
Employees are informed by the management of subsidiaries about this Code of Conduct and management guarantees the adherence to it. In case of violation the employee will be instructed to change his attitude. In case of severe violation the management will take disciplinary action, ranging from a profound conversation to immediate dismissal and/or giving notice to the authorities.
Here you can read the Code of Conduct of HITT.

Whistleblowers
All employees have the possibility to report alleged irregularities of a general, operational and financial nature in the company to the chairman of the management board or the chief financial officer without jeopardising their legal position. Alleged irregularities concerning the functioning of the management board members may be reported directly to the chairman of the supervisory board.

Management
The management of the company consists of:

Management Board

S. (Sjoerd) Jansen (male,1954, Dutch), CEO as of October 1, 2007
Mr. Sjoerd Jansen was Director Business Development with Strukton Railinfra and Managing Director of Strukton Systems. He was educated in electronics at the Hogere Technische School. He holds no shares HITT.
J.M. (Martin) Schuiteman (male,1972, Dutch), CFO as of March 1, 2010. Mr. Schuiteman is a chartered accountant (RA) He previously worked for Deloitte Accountants and ABN AMRO Bank N.V. He joined HITT in 2008 as a group controller. Mr. Schuiteman studied business economics and fiscal economics at Erasmus University Rotterdam.

The Management Board has laid down Rules of Procedure (Dutch).

Supervisory Board

J.A. (Albert) Stroink (male, 1943, Dutch), Chairman
Mr. Stroink is Chairman of the Board as of March 5, 2008 with a 1^st term of appointment until 2012. He was employed by ExxonMobil Corporation from 1971 to 2007, where he fulfilled several duties lately as a site manager and managing director of Chalmette Refining LLC, USA. He gained a rich experience in operational, commercial and technical management in a multinational environment. Furthermore he is experienced in the field of (corporate) governance affairs.

Eric A. van Amerongen (male, 1953, Dutch) is Vice-Chairman and joined the Board as a member as of March 29, 2002 with a 3^rd and final term of appointment until 2013. He is the former CEO of Royal Swets & Zeitlinger Holding N.V. and is currently chairman of the Supervisory Boards of Thales Nederland B.V. and BT Nederland N.V., Vice-Chairman of the Supervisory Board of ASM International N.V., member of the Supervisory Boards of Imtech N.V., Koninklijke Wegener N.V., Essent N.V. and ANWB respectively and Senior Independent Non-executive Director of Shanks Plc. Mr. Van Amerongen was not employed by HITT before he became a Supervisory Director and does not own HITT shares

J.E. (Jan) Vaandrager (male,1943, Dutch), member, audit committee
Mr. Vaandrager joined the Board as a member as of March 5, 2008 with a 1^st appointment until 2012. He is Chief Financial Officer and Member of the Executive Board of TKH Group N.V., Netherlands and is considered to be the financial expert of the Board. He was employed in many financial and general management funtions amongst others with Schmalbach-Lubeca Netherlands B.V. and Continental Can Europe, Germany. He has not been employed by HITT before he became a Supervisory Director. He holds no shares HITT.

M.P. (Mark) Prinsen (male, 1971, Dutch), is managing director of redDog Travel Support BV and Comportable Europe BV. Mr. Prinsen was previously working as a M&A lawyer at NautaDutilh. He is a law graduate of the Erasmus University in Rotterdam and holds a MBA of the Australian Graduate School of Management.

The Supervisory Board is independent of the company, and of the Management Board.
The Supervisory Board has laid down Rules of Procedure and a Public Profile (both in Dutch). The Supervisory Board also acts as Audit Committee, Remuneration Committee and Selection and Appointment Committee (Dutch).

Appointment
Management Board
Statutory management board members are appointed for a maximum period of 4 years at a time.

Supervisory Board
Supervisory Directors are appointed for a term of 4 years with a maximum of 3 terms.

Remuneration
Management Board
The remuneration package of the CEO consists of the following elements:

fixed annual salary inclusive of 8% holiday allowance
annual bonus in cash depending on net profits
long term incentive in cash based upon 3-years business plans
retirement benefit plan based on a defined benefit scheme, premium equally shared between CEO and company
lease car
directors and officers liability insurance, premium paid by the company
non-competition clause
term of notice is 3 months for the CEO and 6 months for the company
severance pay amounts to 12 monthly salaries in case of dismissal within 3 years after appointment

In the 2^nd half of 2003 the total package was evaluated by Hay-group, according to the following starting points:

listed small/micro cap
complexity of the company
single statutory director
market conformity of total package
conformity to Dutch Corporate Governance code
emphasis on annual results
some long term incentive

On February 18, 2004 the Annual General Meeting of Shareholders decided to change the remuneration package during 2004 according to the outcome of the evaluation and to apply a market conform remuneration bandwidth ranging from € 220,000 to € 300,000, divided as follows:

salary bandwidth ranging from € 150,000 to € 220,000
annual cash bonus of 30% to 40%
15% long term cash incentive to be paid after 3 years

The Supervisory Board has the discretionary authority to grant a cash bonus of up to 20% of the fixed salary in case targets set for the annual cash are not met for reasons beyond the influence of the Management Board. Changes of policy will be decided by the General Meeting of Shareholders. In the Annual General Meeting of March 5, 2008 it was decided to grant authority to the Board to adapt the salary bandwidth to market circumstances based upon external advice.
Reporting on the actual remuneration scheme is included in the annual report as usual.

Supervisory Board
Remuneration of Supervisory Directors consists of a fixed annual amount plus an allowance for costs. The remuneration is independent of the results of the company. Supervisory Directors do not receive share based remuneration.

Employee held shares
Number of shares held by employees: unknown. The management has laid down Rules of Procedure for trading by insiders (in Dutch).
Through HITT Holding B.V. the founders of HITT hold 2,400,000 shares in HITT N.V. Of the 5 founders, 2 hold positions within the company.

Disclosure of Major Holdings in Listed Companies Act and Insider Trading

	Date initial disclosure	N^o of shares December 31, 2009	Interest
Janivo Beleggingen B.V.	February 15, 2006	263,465	5.61%
Holding Aarts Heerkens B.V.	November 11, 2004	238,020	5.07%
Todlin N.V.	October 10, 2002	250,543	5.34%
HITT Holding B.V.	June 4, 1998	2,400,000	51.13%
Free float		1,542,130	32.85%
Total		4,694,158	100.00%

Number of share transactions by and for company directors since January 1, 2002: none. See also: the Netherlands Authority for the Financial Markets.