Committees established by the board of directors

Audit Committee
The creation and composition of the Audit Committee is governed by the articles of association. The Audit Committee is made up exclusively of three non-executive directors, two of whom should be independent. The role and powers of the Audit Committee are defined in the Charter drawn up by the Board of Directors, which will be included in the company's Guide to Corporate Governance.

The Audit Committee will notably assist the Board of Directors, where appropriate through audit assignments by the internal auditor, in the accomplishment of the following duties:
- monitoring audit activities, along with permanent checking of dossiers signed by the auditor;
- assessment of the reliability of financial information;
- supervision of the internal audit system.

The Audit Committee is responsible for ensuring that internal and external financial and operational checks and external and internal auditors' recommendations are monitored. It shall advise the Board of Directors on the appointment of the statutory auditor and the fees payable to it. The Audit Committee is also authorized to open an enquiry relating to any issue within its powers, and has for this purpose all necessary authorizations, access to all information and the possibility to request advice from internal and external experts. The Audit Committee shall prepare minutes of its discussions and send them to the Board of Directors, which will decide on them, in time for its first meeting thereafter. In 2004, the Audit Committee met three times.

Remuneration Committee
A Remuneration Committee is also established within the Board of Directors. This committee is responsible for submitting recommendations to the Board of Directors concerning:
- remuneration and other forms of reward for directors;
- the company's management remuneration policy regarding:
- the principal contractual provisions, including the principal characteristics of pension schemes and provisions in the event of termination of contractual relations;
- the applicable criteria for services with regard to bonuses and stock-options;
- other benefits.
The terms of nomination, deliberation and decision- making methods and the reporting procedures shall be compiled during the course of 2005 in a Remuneration Committee Charter drawn up by the Board of Directors and included in the company's Guide to Corporate Governance. The Remuneration Committee met once in 2004. The committee informed the Board of Directors of its decisions and recommendations.

Nomination Committee
As from 1st January 2005, the Remuneration Committee of Deceuninck NV will also fulfil the role of the Nomination Committee. During the course of 2005, the Board of Directors shall draw up the nomination and selection criteria procedures in writing.