Composition of the Supervisory Board

The composition of the Supervisory Board (‘the Board’) underwent no changes in 2007. In 2007 the Board consisted of eleven members. More information about the individual members of the Board is provided at the end of this report in accordance with best practice provision III.I.3 of the Dutch Corporate Governance Code (the Code). 

According to the retirement schedule, Messrs Meijer, Hooijmaijers and Zwarts were due to retire from the Board after the annual General Meeting of Shareholders on 25 April 2007. Messrs Meijer, Hooijmaijers and Zwarts made themselves available for reappointment. The Central Works Council and the Committee of Shareholders were informed of the vacancies. Neither the Central Works Council nor the Committee of Shareholders made use of their (reinforced) right of recommendation. 
Upon the nomination of the Board, Messrs Meijer, Hooijmaijers and Zwarts were reappointed by the General Meeting of Shareholders on 25 April 2007 for a new term of four years.

Pursuant to the retirement schedule, the terms of the members of the Board Mrs Irik and Messrs Van der Heijden, Huesmann and Schraven end after the annual General Meeting of Shareholders of 2008. The vacancy arising from the resignation of Mr Van der Heijden is subject to the reinforced right of recommendation of the Central Works Council. Mrs Irik and Mr Schraven have made themselves available for reappointment. Both Messrs Huesmann and Van der Heijden have made it known that they are not available for reappointment. In its meeting of 19 December 2007 the Board took the decision in principle to reduce the number of members of the Board from eleven to nine after the resignation of Messrs Van der Heijden and Huesmann. The proposal to set the number of members of the Board at nine will be put to the General Meeting of Shareholders. If this proposal is adopted, two Board vacancies will remain in 2008. Further announcements will be made in this connection in the General Meeting of Shareholders of 2008. 

The Board has drawn up a profile, indicating the desired criteria and competences for the composition of the Board. The profile remained unchanged in the reporting year and can be found on the corporate website of Nuon. Appointments and reappointments are assessed in the light of the profile. In the case of reappointments, the performance of the persons involved is also taken into consideration.

In the opinion of the Board all members of the Supervisory Board can be considered to be independent in the sense of best practice provision III.2.2 of the Code.

The current members of the Board comply with best practice provision III.3.4 of the Code, which stipulates that the number of supervisory directorships at Dutch listed companies may not be more than five (per person), on the understanding that a chairmanship is equivalent to two memberships.