B&S Group Sarl

The Executive Board and Supervisory Board are responsible for the Company's corporate governance structure. The corporate governance of B&S is determined by Luxembourg Law, the Articles of Association, and – as these are underwritten by the Company - by the regulations of the Dutch Corporate Governance Code (the 'Code'). [...] The Supervisory Board has established two committees from its members: the Audit and Risk Committee and the Selection, Appointment and Remuneration Committee. Their task is to assist and advise the Supervisory Board in fulfilling its responsibilities. These committees are governed by charters drawn up in line with the Code and can be found on the corporate website. [...] The Audit & Risk Committee will be responsible for overseeing and advising on transparent non-financial reporting and following regulatory sustainability reporting requirements. In this they are supported by the sustainability manager and the internal audit department.

The Supervisory Board has established two committees from its members: the Audit and Risk Committee (ARC) and the Selection, Appointment and Remuneration Committee (SARCo, together 'Committees'). Their task is to assist and advise the Supervisory Board in fulfilling its responsibilities. These committees are governed by charters drawn up in line with the Code and can be found on the corporate website. The present composition of the committees is provided in this Annual Report under 'Supervisory Board report'. [...] For every SB meeting the topic related party transactions has been on the agenda. All related party transactions are subject to our Related Party Transaction Approval procedure based on which the arm's length principle of each transactions is being safeguarded upfront. Depending on the amount and type of transaction, the transactions are approved by the Managing Directors and/or the EB and SB after the business rationale and the arm's length principle have been substantiated. Twice a year the Related Party Transaction Approval procedure is being reperformed to conclude on the compliance with the procedure. The outcome of this review including an overview of all underlying transactions are being presented to the Audit and Risk Committee. In financial statements under note 38 the related party transactions have been disclosed.