Corporate Governance Summary

EBI is committed to the highest standards of corporate governance. Corporate governance is for us not only a formal process of following the provisions of the Dutch Corporate Governance Code, but is a fundamental part of how we do business.

In line with best practice in The Netherlands, EBI has a two-tier Board Structure which consists of a Supervisory Board and a Board of Management. The Supervisory Board is responsible for advising and supervising the work of the Board of Management. Members of the Supervisory Board are appointed for terms of four years and may not serve more than three terms in total (i.e. 12 years).

The Chairman of the Supervisory Board is Mr Tuncay Özilhan and the other members are: Sir David Logan, Dr. Ali Tigrel, Mr. Christos-Alex Komninos,  Mr. Gauthier de Biolley and Michel Naquet-Radiguet.

The Supervisory Board has appointed three standing committees, the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. In addition the Supervisory Board established a Corporate Governance Committee.

The Chairman of the Audit Committee is Dr. Ali Tigrel. The other member of the Audit Committee is Mr. Gauthier de Biolley.

The Chairman of the Remuneration Committee is Mr. Gauthier de Biolley. The other members of the Remuneration Committee are Mr. Tuncay Özilhan and Dr. Ali Tigrel.

The Chairman of the Selection and Appointment Committee is Mr. Michel Naquet-Radiguet. The other members of the Selection and Appointment Committee are Mr. Tuncay Özilhan and Mr. Alex-Christos Komninos.

The Chairman of the Corporate Governance Committee is Mr. Alex-Christos Komninos. The other members of the Corporate Governance Committee are Sir David Logan and Mr. Michel Naquet-Radiguet.

Rota plan of the Supervisory Board

In order to ensure continued objective supervision by the Supervisory Board, a fixed sequence of retirements has been established to create a turnover of new members.

In order to keep the expertise and know-how within the company, EBI designated an Advisors Council which advises the Supervisory Board in its functions. The retiring Supervisory Board members will be appointed to this council for a period of at least 12 months. It does not have any voting power or execution rights on any issue but will be invited to attend all the meetings of Supervisory Board.

The current members of the Supervisory Board have been gradually replaced in order to achieve compliance with the best practice provisions of the Dutch corporate governance code by 2006. EBI has decided on the gradual implementation of these best practice provisions in order to maintain an adequate number of persons on the Supervisory Board with knowledge of EBI's business.

The Management Board is responsible for the management of the Company in line with the strategies and guidelines approved by the Supervisory Board. The Management Board consists of 6 members possessing vast knowledge and experience in international beverages, brewing and finance.

Best practice in The Netherlands also puts strong emphasis on the role of "whistleblowing". EBI has therefore put a clear whistleblowing procedure in place and communicated it to all employees.

Transparency and high standards of disclosure are also key principles of EBI's operations. EBI fulfils the regulatory requirements of the London Stock Exchange and the Dutch Authority Financial Markets, and undertakes an active investor relations programme with its shareholders and the wider financial community.