Current status
The responsibility of the Supervisory Board is to supervise management policy and the day-to-day operation of the Company and its affiliates. It also advises the Executive Board. To enable the Supervisory Board to properly perform these duties, the Executive Board provides the Supervisory Board with all necessary information in a timely manner. 

The Supervisory Board must be comprised of at least three members. It currently has six members. The members are appointed by the General Meeting of Shareholders on the basis of a nomination drawn up by the Supervisory Board. These nominations may be binding or non-binding. If they are binding, the General Meeting may depart from them by a resolution passed by a majority of at least two thirds of votes cast, representing more than one third of the issued capital. If the nominations are non-binding, the General Meeting decides by simple majority. The General Meeting has the freedom to make appointments if the Supervisory Board does not produce a list of nominations within the prescribed period.

Supervisory Board members are appointed for a maximum of four years, after which they may or may not be reappointed. After the first term of office, Supervisory Board members are only eligible to serve two additional full terms, which means the maximum term of office is twelve years. The point at which Supervisory Board members step down is based on a Rotating schedule. The Supervisory Board members appoint a chairman and a vice-chairman from their own ranks. At least once a year, the Supervisory Board evaluates its own performance and that of its members. Click here for an overview of the current composition of the Supervisory Board.

Profile of the Supervisory Board
In consultation with the Executive Board, the Supervisory Board has drawn up a recommended profile for the Supervisory Board. According to this profile, the Board consists of at least three, but not more than nine, members and will mirror the international social setting in which the Company and its affiliates operate. The members must be able to act critically and independently of each other and of the Executive Board. They must have knowledge of and/or experience in running companies or (semi-) government institutions or have broad and relevant social experience. The aim is to achieve a wide representation of knowledge and experience in areas of relevance to ARCADIS, such as international service provision, corporate strategy, finance, government policy, and human resources management. The members must have sufficient time available to devote to their roles to ensure that they perform their jobs properly. 

The profile is periodically evaluated and revised, if necessary, to reflect developments in the size of the Company, the nature of its activities, the degree of internationalization, and the specific risks in the medium and long term.

Committees of the Supervisory Board
The Supervisory Board has set up two committees: a Selection and Remuneration Committee and an Audit Committee. Dutch laws prevent these committees from having decision-making authority, but their task is to prepare the activities and decisions of the Supervisory Board.

Selection and Remuneration Committee. The ARCADIS Selection and Remuneration Committee (ASRC) selects and nominates candidates for (re)appointments to vacancies on the Executive Board and the Supervisory Board. It also advises on the size and composition of the Supervisory Board and the Executive Board, as well as on the periodic assessment of the performance of its individual members. In addition, the committee oversees management policy on senior managerial appointments.
The committee advises the Supervisory Board on remuneration for the members of the Executive Board, on the determination of performance-related remuneration for members of the Executive Board and the Senior Management Committee, on option plan policy, and on the allocation of options and shares under the existing ARCADIS Incentive plans. The committee also has the task of preparing the remuneration report. This committee is made up of the chairman and two other members of the Supervisory Board and was established in 1998. The ASCR has its own charter.

Audit Committee. The task of the ARCADIS Audit Committee (AAC) is to assist the Supervisory Board with its supervision of the integrity of the provision of financial information by the Company, the functioning of the internal risk management and control systems, compliance with the relevant laws and regulations, and the operation of the financial code of ethics. The AAC discusses, in preparation for decision-making by the Supervisory Board, the periodic financial reports and the reports of the external auditor. It also supervises compliance with recommendations and observations made by the auditor and the relationship with the external auditor including, in particular, his independence. The AAC is the external auditor's first point of contact if he finds irregularities in the contents of financial accounts or reports. For (anonymous) complaints or remarks from employees regarding financial reporting, the AAC has drafted a procedure that is included in the ARCADIS General Business Principles.
The AAC was established at the start of 2003 and has its own set of regulations (ARCADIS Audit Committee Charter). The AAC is currently comprised of the chairman and two other members of the Supervisory Board. Mr Van Tets currently acts as chairman of the AAC. In due time he will be succeeded by Mr Schönfeld. At the end of 2003, Supervisory Board member Van Tets was appointed by the Supervisory Board as Financial Expert, and all members of the AAC are deemed independent, meaning that they cannot exert a controlling interest in ARCADIS NV, direct nor indirect, nor can they receive compensation from ARCADIS other than the compensation related to their membership on the Supervisory Board and/or the AAC.
The AAC meets at least four times each year in presence of the chairman of the Executive Board, the CFO and the external auditor, and at least once a year with the external auditor without the presence of the Executive Board.

ARCADIS expects all its businesses, the management, and its employees to abide at all times by the standards and rules laid down in the ARCADIS General Business Principles introduced at the start of 2003. The ARCADIS Integrity Committee was established at the end of 2002 to oversee a.o. compliance with the ARCADIS General Business Principles. The ARCADIS General Business Principles were introduced in 2003. Since that time, the integrity policy has become firmly ingrained in the Company; as a result, the Integrity Committee has been integrated into the Audit Committee in 2006

Evaluation for the purposes of the Dutch Corporate Governance Code
ARCADIS subscribes to the principles formulated by the Tabaksblat Committee for Supervisory Boards, namely: "Role and procedure" (III.1), "Independence" (III.2), "Expertise and composition" (III.3), "Role of the chairman of the supervisory board and the Company secretary" (III.4), "Conflicts of interest" (III.6) and "Remuneration" (III.7). Regarding the principle "Composition and role of three key committees of the Supervisory Board" (III.5), the following provision applies:

• Principle III.5 stipulates that a separate remuneration committee and a separate selection and appointment committee should be established. ARCADIS does not have a separate remuneration committee and selection and appointment committee but combines both committees in the Selection and Remuneration Committee, consistent with the practice established in 1998. The current size of the Supervisory Board, the allocation of responsibilities among its members and the fact that the current committee is functioning satisfactorily justify this deviation. The Chairman of the Supervisory Board also chairs this committee, which we consider necessary given the selection and nomination task of this committee. This is a departure from best practice provision III.5.11.

Regarding a number of specific best practice provisions, the following applies:

• New members of the Supervisory Board follow an orientation program after their appointment (III.3.3).
• The current members of the Supervisory Board  satisfy provision III.3.4, which states that the number of Supervisory Boards of Dutch-listed companies of which an individual may be a member must not exceed five (with the chairmanship counting double). 
• No personal loans, guarantees, or the like have been granted to members of the Supervisory Board (III.7.4).
• The existing ARCADIS NV regulation insider information rules have been supplemented with a set of rules on the ownership of, and transactions in, securities other than those of their "own" company by members of the Supervisory Board.