This section of the website of USG People is devoted to providing all relevant information with respect to Corporate Governance and the Corporate Governance framework of USG People. This includes the various regulations, information on the remuneration of members on the Executive Board, the General Meeting of Shareholders and the articles of association of USG People.

If, after studying this section of the website, you have further questions on the subject of Corporate Governance, you can contact the Corporate Governance department by phone on: +31 (0)36 529 95 21 or fax: +31 (0)36 529 95 09.

General
For USG People N.V. the 2005 reporting year was also special in terms of corporate governance. With the acquisition of Solvus N.V., the company underwent major changes in many areas. This also impacted on the corporate governance framework of the company. For USG People, corporate governance means good entrepreneurship which is properly supervised. Key aspects of this are honest and transparent dealings by the management and the proper supervision of these. The make-up of the Executive Board and the Executive Committee changed due to the acquisition of Solvus N.V. This meant, in particular, focussing attention on the management organizational structure, the work and terms of reference of the committees and the management and control systems.

Both the former United Services Group N.V. and Solvus N.V. devoted a great deal of attention to establishing a well-rounded corporate governance framework. However, the Executive Board identified substantial differences between the two companies, namely, in how the statutory powers were organized and the checks and balances that applied to these. In 2005, USG People set itself the task of reviewing the two structures in order to arrive at a well-founded decision as to how the two companies could best be organized and integrated. During 2005, in-depth consideration was given to creating the best corporate governance framework for USG People and the first clear steps were made towards full integration. Ongoing evaluation of the process will continue in 2006, and this must lead to a new and fully-fledged framework. The Executive Board and the Supervisory Board will be accountable to the shareholders for the corporate governance framework they ultimately choose. The shareholders should make their sentiments known with respect to the chosen framework and compliance with the Corporate Governance Code (hereafter: ‘the Code').

The Dutch Corporate Governance Code can be downloaded from the website www.commissiecorporategovernance.nl click ‘corporate governance code' followed by ‘definitive code'.

Changes
Almost all changes in the management structure, the management framework and working procedures in 2005 were prompted by the acquisition of Solvus N.V. 2005, in particular, saw an amendment in the articles of association and a renewal of the statutory two-tier structure, as well as the decision to re-design the Tracking Compliance Program effective as of 1 January 2006. Furthermore, it was deemed necessary to adapt the internal risk management and control system for the organization, which had doubled in size. In addition, in 2006, the regulations of the Supervisory Board and the Executive Board have been changed to come into line with the new management structure.