Corporate governance

Sound corporate governance is a high priority to IFCO SYSTEMS. The confidence of our stakeholders is essential if they are to cooperate effectively within and with our Company. 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 Company has implemented a code of ethics, which is specifically intended to provide for a number of implementing requirements in the area of avoidance of conflicts of interest by the Supervisory Board, the Board of Managing Directors, the Executive Management Committee and employees of the Company.

As Dutch Company, we follow the principles and best practice statements of the Dutch Corporate Governance Code, which came into effect on January 1, 2004.

The Board of Managing Directors and the Supervisory Board are responsible for the corporate governance structure of the Company and the compliance with the Corporate Governance Code. They are accountable for this to the general meeting of shareholders.

In implementing the above mentioned Dutch Corporate Governance Code and in order to reflect the intention of the shareholders to amend the one-tier Board structure to a two-tier Board structure, certain changes to the Company’s articles of association were resolved in 2005.