objective of corporate governance

One of the main purposes of good corporate governance is to gain and maintain the trust of all stakeholders – trust in the way business is managed and supervised, trust in risk control, trust in financial and non-financial reporting and therefore trust in the company as a whole. Integrity, transparency and clear communication are the vanguards of sound corporate governance at USG People. In compliance with legislation and regulations, the company will provide all shareholders and all other parties at the same time with the same information on topics that could have a significant impact on the share price, subject to exceptions stipulated by law. Strict compliance with the basic principles of integrity, transparency and clear communication are high on USG People’s agenda. The internal processes are devised as carefully and transparently as possible, ensuring that these values are adhered to throughout the organisation.

In recent years USG People has adjusted and further enhanced its governance model. The Dutch Corporate Governance Code from 2003 and subsequent amendments made in 2008, as well as existing legislation in the field of corporate governance, have played an important role in this respect. The Executive Board and the Supervisory Board believe that the existing corporate governance structure, as expanded on in more detail in this section, is the most suitable model at this time. With the exception of aspects of the corporate governance structure that can only be adapted with the approval of the General Meeting of Shareholders, the Executive Board and Supervisory Board will only adjust the corporate structure if it is in the best interests of the company. Any such changes will be expanded on in the annual report.

This complete section can be considered to be the corporate governance statement as referred to in Article 2a of the Dutch Decree on additional requirements for executive reports (Vaststellingsbesluit nadere voorschriften inhoud bestuursverslag) as last amended as of 1 November 2015.

USG People N.V.

USG People N.V. is a publicly listed limited liability company governed by Dutch law and subject to the Dutch large company regime. The ordinary shares of USG People are listed on Euronext Amsterdam. The corporate governance model is a two-tier management structure, with an Executive Board responsible for the day-to-day management of the company and a Supervisory Board whose role is to supervise the Executive Board’s policies and the general affairs of the company and its associated business. The two bodies operate independent of each other and are answerable to the General Meetings of Shareholders. The USG People Articles of Association were most recently amended on 1 February 2011.