Corporate Governance in annual reports. Includes Shell, Ahold, Philips and the new CG-rules in the Netherlands (Commission Tabaksblat)

1. What is corporate governance?3 2 Corporate governance in The Netherlands4 2.2 Commission Tabaksblat4 2.3 The two tier system4 2.3.2 Board of directors4 2.3.3 The management4 2.3.4 Shareholders5 2.3.5 Controllers en accountants5 3. What went wrong?7 3.2 How does corporate governance affect your investment?7 3.3 The Sarbanes-Oxley Act7 4 Applied corporate governance9 4.1 ABN Amro9 4.1.2 The Supervisory Board9 4.1.3 The Management Board9 4.1.4 Shareholders9 4.1.5 Preferred shares9 4.1.6 The Sarbanes-Oxley Act9 4.2 Ahold9 4.2.2 The Supervisory Board9 4.2.3 The Corporate Executive Board10 4.2.4 Shareholders10 4.2.5 Prefered shares10 4.2.6 Sarbanes-Oxley Act10 4.3 Philips11 4.3.2 The Supervisory Board11 4.3.3 The Board of Management11 4.3.4 …

…s granted the right to acquire preference shares in the Company. The mere notification that the Foundation wishes to exercise its rights, should a third party ever seem likely in the judgment of the Foundation to gain a controlling interest in the Company, will result in the preference shares being effectively issued. The Foundation may exercise this right for as many preference shares as there are ordinary shares in the Company outstanding at that time.