Corporate governance

Sound corporate governance is a high priority to IFCO. The confidence of our stakeholders is essential if their cooperation in and with the Company shall be effective. The guidelines on which our corporate governance rests are good entrepreneurship, enterprise continuity, operational and corporate control maintenance and enhancement, and decision making integrity and transparency of our Executive Management and supervision thereof. The Executive Management and the Board of Directors have overall responsibility for weighing up the interests, generally with a view to ensuring the continuity of the enterprise. In doing so, the Company endeavors to create long-term shareholder value.

The Company has implemented a code of ethics to act in accordance with the highest standards of honesty, integrity and fairness and expect the same in their relationships with others while maintaining a work and business climate fostering such standards. The code of ethics is specifically intended to provide for a number of implementing requirements in the area of avoidance of conflicts of interest by the Board of Directors, the Executive Management Committee and employees of the Company. The Company has also established arrangements in regard of a whistleblower function.

As a Dutch public limited company, we apply principles and best practice provisions of the amended Dutch Corporate Governance Code which came into effect as from January 1, 2009 (Code Frijns). To the extent we do not comply with a principle or best practice provision of the Corporate Governance Code, this deviation is expressly explained in this annual report. The Corporate Governance Code can be found on www.commissiecorporategovernance.nl. The principles and best practice provisions of the Corporate Governance Code are also reflected in the Company’s Articles of Association.

The Board of Directors is responsible for the corporate governance structure of the Company and the compliance with the Corporate Governance Code. The Board of Directors is accountable for this to the General Meeting of Shareholders.

The main features of the internal risk management and control systems in relation to the Company’s financial reporting process are discussed in chapter “Risk management” of the annual report.

The functioning of the General Meeting of Shareholders, the rights of shareholders and how such rights are exercised are discussed in chapter “The IFCO share” of the annual report.

The composition and functioning of the Board of Directors is discussed in chapter “Management” of the IR website.

The Company does not have any existing or potential anti-takeover measures in place.