Corporate Governance

Audit Committee

The Board of Directors has appointed an Audit Committee. The committee must be composed of at least three members all of whom are non-executive directors. As far as possible, a majority of its members should be independent directors. The composition of the committee may deviate from the above if, in the reasonable opinion of the Board of Directors, a different composition could bring more relevant experience and expertise to the committee. The committee appoints a Chairman from amongst its members, although the Chairman of the Board of Directors should not chair the committee.

The role of the Audit Committee is to supervise financial reporting and observe administrative, legal and tax procedures and follow-up on financial and operational audits, as well as advising on the choice and remuneration of the statutory auditor. The committee should report regularly to the Board of Directors on the exercise of its functions. It should inform the Board of Directors about all areas in which, in the Audit Committee’s opinion, action or improvement is necessary. The Audit Committee should produce recommendations concerning the necessary steps that need to be taken. The audit review and the reporting on that review should cover the Company and its subsidiaries as a whole.

The committee has specific tasks, including the Company’s financial reporting, internal controls and risk management, and the internal and external audit process. These are further described in the terms of reference of the Audit Committee, as set out in the Company’s Corporate Governance Charter. In principle, the committee will meet at least three times per year.

The members of the committee shall at all times have full and free access to the Financial Officer and to any other employee to whom they may require access in order to fulfil their responsibilities.

As at December 31st 2008, the Audit Committee consisted of: Carthagon BVBA (Tom Dechaene) (Chairman), Vladimir Lasocki and Luc Vandewalle.

Nomination and Remuneration Committee

The Board of Directors decided to merge the Nomination Committee and the Remuneration Committee into one committee, which must be composed of at least three members, all of whom must be non-executive directors. As far as possible, a majority of its members shall be independent directors. The composition of the committee may deviate from the above if, in the reasonable opinion of the Board of Directors, a different composition could bring more relevant experience and expertise to the committee. The committee is chaired by the Chairman of the Board of Directors or by another non-executive director appointed by the committee.

The role of this committee is to make proposals to the board on the remuneration policy for directors and the resulting proposals to be submitted to the shareholders, the remuneration policy for executive management as well as to make recommendations to the Board of Directors with regard to the appointment and re-election of directors and of members of executive management and to ensure that the appointment and re-election process is organised objectively and professionally. The committee also has specific tasks that are further described in the terms of reference for this committee as set out in the Company’s Corporate Governance Charter. The committee will meet every time it deems necessary for the fulfilment of its duties.

As of August 26th 2009, the Nomination and Remuneration Committee consists of: Leyman Consult BVBA (Peter Leyman) (Chairman), Carthagon BVBA (Tom Dechaene) and Luc Vandewalle.

The following paragraphs contain brief biographies of each of the directors or in case of legal entities being director, their permanent representatives, with an indication of other mandates as member of administrative, management or supervisory bodies in other companies during the previous five years (with the exception of the subsidiaries of the Company):

Luc Vandewalle, Independent Director

Luc Vandewalle (°1944) has a degree in Economics from Gent University (Belgium). He joined the BBL (now ING Belgium) in 1968 as a university trainee. Assigned to the Credit Secretariat of the Kortrijk local head office in 1971, he subsequently became Head of the Operational Department of the previously mentioned local head office in 1977, before becoming Head of Middle-market Corporate Banking at the Gent local head office in 1981. He was thereafter successively appointed Head of the local head offices of Aalst-Sint-Niklaas (1983) and of Kortrijk-Roeselare (1986). He was appointed Director and member of the Executive Committee of BBL in December 1992. Since 1 January 2000, he is President and CEO of ING Belgium. Within ING Group, he is responsible for the South West Europe region, comprising Belgium, France, Luxembourg, Spain, Portugal, Italy and Switzerland.

Mr. Vandewalle is currently Chairman of the Executive Committee ING Belgium S.A., Chairman of VZW Centrum voor Algemeen Welzijnswerk - CAW Stimulans, Kortrijk, Director of the Board of Befimmo SA/NV, Director of Sea-Invest, Director of Atcomex cy and Director of SA/NV Atcomex, Hamme. Director of N.V. Galloo, Director of Sioen Industries, Director of N.V. Arseus, Director of Besix and Director of Pinguin-Lutosa.

Walter Mastelinck

Walter Mastelinck (°1964) holds a Bachelor’s degree in Telecommunications and Microprocessors (VHTI Technicum Antwerp). In 1988 he joined Toppower (formerly ICS Computers NV) where he became responsible for sales & marketing and was closely involved with the general strategy of the company. In 1996, he acquired one third of the shares of ICS Computers and FMS Europe (the former Transics NV). Today, Walter is a member of the board and CEO of the Company and her subsidiary companies. Walter is also a member of the board of Cassel BVBA and Evasion NV. During the previous five years Walter Mastelinck has also been, but no longer is, a director on the board of Transics Invest BVBA.

Ana Vizcaino

Director representing EQMC Europe Development Capital Fund plc

Carthagon BVBA, represented by Tom Dechaene Independent Director

Tom Dechaene (°1959) holds a Master’s degree in Law from the Central Exam Commission in Belgium, a Master’s degree from Antwerp University and an MBA from INSEAD (France). Between 1986 en 1990 Tom Dechaene was at ING Brussels, primarily in Corporate Finance. Between 1991 and 1999 Tom Dechaene was an investment banker, first at Morgan Grenfell, then Deutsche Bank in London, specialising in Telecommunications, Media and Technology M&A and Equity Capital Markets transactions. From 2000 to 2001 Tom Dechaene was CFO of SurfCast Inc as well as a consultant to Deutsche Bank. Tom Dechaene is a member of the boards of Antigenics Inc (Nasdaq AGEN, independent director and member of the corporate governance committee and the audit committee), the Telindus Foundation and Carthagon BVBA. During the previous five years Tom Dechaene has also been, but no longer is, a director on the boards of Color Kinetics, Ikonisys Inc, and, through Carthagon BVBA, of Telindus NV.

Vladimir Lasocki

Vladimir Lasocki (°1973) has a degree in business administration with a major in finance earned at the Lyon Graduate School of Business (France) and the Universite Libre de Bruxelles (Solvay) and a Masters in Advanced European Economic Studies from the College of Europe (Bruges). Mr. Lasocki is currently a Managing Director at the Carlyle Group focused on investment opportunities in France, the Benelux and Central Europe. Prior to joining Carlyle in 2000, Mr. Lasocki was an Associate with Deutsche Bank’s principal investments group. Prior to joining Deutsche Bank, Mr. Lasocki was with the corporate finance group of Paribas in Paris, London and Prague. Mr. Lasocki is a member of the boards of directors of Marle International SAS and Wall Street Institute Education, SàRL. In the previous five years, Mr. Lasocki has also been, but no longer is, a director on the Boards of Financiere CAMECA SAS (Président du Comité Stratégique), Solsoft SA in France (Président du Conseil de Surveillance), Egencia SA in France (Vice-Président du Conseil de Surveillance), PipingHot Networks Ltd. trading as Orthogon Systems in the UK (Director) and PacketLight Networks Ltd in Israel (Director).

Leyman Consult BVBA, represented by Peter Leyman Independent Director

Peter Leyman (°1962) has a university degree in Applied Economical Sciences from the University of Ghent and a Masters Degree (MBA) in Financial Sciences from Vlerick Management School. He also attended the ‘Global Leadership Development Programme’ of Volvo Car Corporation and he is certifi ed at the Darden Graduate School of Business Administration (University of Virginia) for the programme ‘Managing Critical Resources’. After working as a Controller, he began his varied career in Volvo Cars in Gent in 1988. He had several positions within the Human Resources area. He started as Compensation and Benefi ts Manager and after six years he was appointed Manager Industrial Relations. Since 1996, he was member of the Executive Committee of Volvo Cars Gent as Director Human Resources and Organisation. From 1 July 2001 until April 2007, he was Managing Director of the Volvo Cars Ghent plant. Within that period he also became the Chairman of Agoria Easters and Western Flanders (March 2004 – April 2007) and Chairman of the Chamber of Commerce Eastern Flanders (May 2006 – April 2007). Actually, Mr. Leyman is Managing Director of Vergokan International NV. Mr. Leyman is a member of the board of directors of Automobiel Center Gent NV, Attentia Group VZW, Attentia ICT NV, 4ESys NV, Gourmet Invent NV, Internationale Jaarbeurs Vlaanderen VZW, VKW Methena VZW and Kamer van Koophandel Oost- Vlaanderen VZW. In the previous five years, Mr. Leyman has also been, but no longer is, a director on the boards of Volvo Cars NV, , Mensura Gemeenschappelijke Kas and Agoria VZW.