NIBCapital’s excellent financial performance in 2004 underpins the success of its merchant banking
strategy. NIBCapital substantially exceeded its ambitious 2004 financial targets, resulting in a record
financial year. NIBCapital also accomplished most of its qualitative targets, which were given in the 2003
Annual Report.
These achievements include the improvement of relationships with clients, diversification of income
sources, further strengthening of risk management disciplines and continuing investments in human capital
and technology. Furthermore, NIBCapital intensified cooperation with its strategic partnerships and it
realized several new partnerships.
ANNUAL ACCOUNTS AND DIVIDEND PROPOSAL
We hereby present the Annual Report 2004 which, in addition to the Report of the Managing Board, also
includes NIBCapital’s 2004 Annual Accounts. These Annual Accounts were drawn up by the Managing
Board and audited by PricewaterhouseCoopers Accountants N.V., who issued an unqualified opinion,
dated 3 March 2005.The Supervisory Board proposes that you adopt the 2004 Annual Accounts as
presented, without change. If you approve the Annual Accounts and the profit appropriation they specify,
the result for the year, amounting to € 175 million, will be distributed as cash dividend. In addition,
NIBCapital will distribute € 125 million cash dividend from other reserves. The Supervisory Board
endorses the proposed dividend payments.We also propose that you discharge the Managing Board and
the Supervisory Board for their respective management and supervision during the year.
PLENARY MEETINGS OF THE SUPERVISORY BOARD
The Supervisory Board met on eight occasions in 2004 to discuss such matters as the 2004 interim and
full-year figures, the 2005 budget and the revised Medium Term Action Plan, risk and control related
topics, the previously announced spin-off of NIB Capital Private Equity N.V., the composition of the
Managing Board, new strategic partnerships, corporate governance including the implementation of the
Dutch Corporate Governance Code, new Articles of Association and new charters for both the Supervisory
Board and the Managing Board. The Annual Accounts, the auditor’s report to the Board and the management
letter were discussed in the presence of the external auditor.
The majority of the discussions and decisions of the Supervisory Board were prepared in the five
committees referred to below. The plenary meetings were attended by Mr. Stevens, Mr. Vrins, Mr. van den
Goorbergh (all meetings), Mr. Groenenboom (seven meetings), Mr. Hulshoff (five meetings) and Mr.
Lindenbergh (six meetings). On behalf of NIBCapital, all meetings were attended by the members of the
Managing Board and by the Corporate Secretary.
The Supervisory Board held constructive discussions with the Managing Board and the two Shareholders,
ABP (50%) and PGGM (50%), about the execution of the business model and the development of the
financial results. Due to the better-than-expected financial performance, the existing Medium Term Action
Plan has been evaluated. As a result of these discussions, the Supervisory Board and the Managing Board
have decided to investigate the feasibility of several strategic options for NIBCapital, including an Initial
Public Offering and a merger. The final outcome of this evaluation process is expected in the course of 2005.
Members of the Supervisory Board and the Managing Board also consulted in committees of the
Supervisory Board.Members of the Supervisory Board attended two consultation meetings between the
Managing Board and the Employees’ Council and had separate discussions with the Employees’ Council
about the profile of the Supervisory Board and the appointment of its members.
CORPORATE GOVERNANCE
In the 2003 Annual Report, the Supervisory Board stated that NIBCapital supports the principles of the
Dutch Corporate Governance Code (‘the Code’), although NIBCapital is a non-listed financial institution.
Both in the meetings of the Supervisory Board and of its several committees, much attention has been paid
to the implementation and impact of the Code. In close consultation between the Supervisory Board, the
Managing Board and the Shareholders, a Policy Paper towards the Code has been finalized, as referred to in
the Report of the Managing Board. This Policy Paper is available on the NIBCapital website. As a result of
the implementation of the Code, several actions have been undertaken, such as an adjustment of the
charters of the Supervisory Board, its committees and the Managing Board. The Supervisory Board
emphasizes the importance of transparent and constructive cooperation between the Supervisory Board,
the Shareholders, the Managing Board and Employees’ Council, as was the case in 2004.
MEETINGS OF THE COMMITTEES OF THE SUPERVISORY BOARD
The Supervisory Board is supported by five committees: the Risk Policy Committee, the Audit Committee,
the Corporate Governance & Nominating Committee, the Strategic Committee and the Compensation &
Management Development Committee.
THE RISK POLICY COMMITTEE
Members: Mr. J.H. M. Lindenbergh (Chairman) Mr. P.J. Groenenboom, and Mr.W.M. van den Goorbergh.
Meetings: the Risk Policy Committee met four times in 2004.
Main topics: general lending policy and exposure to large borrowers; capital market positions; limits for
and exposure to financial counterparties and countries; risk reports and provisions; opinions on
individual transactions; the development of NIBC Petercam Derivatives N.V.; the charter of the
Committee; and the education of its members.
Attendance: Mr. Lindenbergh, Mr. Van den Goorbergh (all meetings), Mr. Groenenboom (three
meetings). On behalf of NIBCapital all meetings were attended by the Chief Risk Officer, the Managing
Board member Financial Markets and the head of the BU Credit Risk Management. Furthermore, several
other Managing Directors joined some of the meetings.
THE AUDIT COMMITTEE
Members: Mr.W.M. van den Goorbergh (Chairman), Mr. J.H.M. Lindenbergh, Mr.W.F.C. Stevens and
Mr. C.A.Vrins
Meetings: the Audit Committee met six times in 2004.
Main topics: quarterly, semi-annual and annual financial reports, related press releases, and quarterly
prices of Stock Appreciation Rights and Options; report to the Managing and Supervisory Board of
PricewaterhouseCoopers including follow-up; 2005 budget and the revised Medium Term Action Plan;
engagement letter and fee letter of the external auditor PricewaterhouseCoopers; International Financial
Reporting Standards (IFRS); audit plan of PricewaterhouseCoopers and of the BU Internal Audit; progress
reports of the BU Internal Audit; annual Internal Audit Report regarding ‘Regulation on Organisation &
Control’ (‘Regeling Organisatie & Beheersing’) of the Dutch Central Bank; In Control Report; evaluation
of the external and internal auditor, of the compliance-function and of the Audit Committee; the Dutch
Corporate Governance Code; Information, Communication and Technology (ICT); the charter of the
Audit Committee; and the education of its members.
Attendance: Mr. Van den Goorbergh, Mr. Vrins, Mr. Stevens (all meetings) and Mr. Lindenbergh (five
meetings). On behalf of NIBCapital, all meetings were attended by the Chairman of the Managing Board,
the Chief Financial Officer and the head of the BU Internal Audit & Compliance.Most meetings were also
attended by other Managing Board members.
The external auditor, PricewaterhouseCoopers Accountants N.V., was also represented
at all meetings of the Audit Committee in 2004, including a part of one meeting without the members of
the Managing Board present.
THE CORPORATE GOVERNANCE & NOMINATING COMMITTEE
Members: Mr. P.J. Groenenboom (Chairman), Mr.W.F.C. Stevens and Mr. C.A.Vrins
Meetings: the Committee met four times in 2004.
Main topics: Implementation of the Dutch Code of Corporate Governance; new charters of the
Supervisory Board including its profile; new charter of the Managing Board; new Articles of
Association; composition of the Managing Board; the charter of the Committee and the education of its
members; and the appointment of the Vice-Chairman of the Supervisory Board.
Attendance: Mr. Groenenboom (three meetings), Mr. Stevens and Mr. Vrins (all meetings). On behalf of
NIBCapital, all meetings were attended by the Chairman and Vice-Chairman of the Managing Board, the
Chief Financial Officer, the head of the BU Legal Affairs and the Corporate Secretary.
Additionally, this Committee had three combined meetings with the Compensation & Management
Development Committee about the appointments, performance evaluation, remuneration, and
performance criteria of the Managing Board members and the other Managing Directors, as well as the
determination of the total variable compensation pool.
THE STRATEGIC COMMITTEE
Members: Mr.W.M. van den Goorbergh (Chairman), Mr. J.H.M. Lindenbergh and Mr.W.F.C. Stevens.
This committee is not a permanent committee, but is activated on occasion. On 5 August, 2004 the
Supervisory Board decided to activate this committee temporarily in view of its decision to commence a
strategic evaluation.
Meetings: the Committee met four times in 2004 to evaluate the Medium Term Action Plan and to
consider strategic options for NIBCapital, including the possibility of an Initial Public Offering and a
merger. In this process, the Strategic Committee and the Managing Board are supported by external advisors.
Attendance: Mr. van den Goorbergh and Mr. Lindenbergh (all meetings), Mr. Stevens (three meetings).
On behalf of NIBCapital, all meetings were attended by the Managing Board, some other Managing
Directors and the Corporate Secretary.
THE COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE
Members: Mr. C.A.Vrins (Chairman), Mr. M.J. Hulshoff and Mr.W.F.C. Stevens
Meetings: the Committee met seven times during 2004. Additionally, this Committee had three combined
meetings with the Corporate Governance & Nominating Committee as mentioned above.
Main topics: the remuneration policy of NIBCapital in light of the Dutch Corporate Governance Code;
funding and distribution of the total available pool for variable compensation (bonus and SARs); the total
compensation for the individual Managing Board members and the other Managing Directors; the collective
and individual performance targets which form the basis for the variable pay elements for this group; the
future of the SAR plan in the light of a possible “Liquidity Event” resulting in a new Deferred Cash Plan for
2005; an initial outline of a Liquidity Event Plan (LEP); the charter of the Committee; various market
benchmark reports for Managing Directors and specific SBUs; the performance and remuneration peer
group of NIBCapital; the criteria and proposals for promotion to Managing Director as well as other
Management Development aspects.
Attendance: Mr. Vrins, Mr. Stevens (all meetings) and Mr. Hulshoff (eight meetings). On behalf of
NIBCapital, all meetings were attended by the Chairman of the Managing Board and a representative of
the BU Human Resources with the Chief Financial Officer attending on a few occasions.
COMPOSITION OF THE SUPERVISORY BOARD
On 12 November, 2004 Mr. J.H.M. Lindenbergh was appointed Vice-Chairman of the Supervisory
Board. Members of the Supervisory Board do not have any other relation with NIBCapital, and are
therefore independent. The Supervisory Board adequately addressed potential conflicts of interest with
NIBCapital transactions.
COMPOSITION OF THE MANAGING BOARD
As a result of the spin-off of NIB Capital Private Equity N.V. Mr. G.V.H. Doeksen resigned from the
Managing Board on 1 April, 2004. On that same date, Mr. A.L.V. Dijkstra and Mr. J.L. van
Nieuwenhuizen were appointed by the Annual General Meeting of Shareholders as members of the
Managing Board of NIB Capital N.V.
The Supervisory Board would like to thank the Managing Board, the staff, and the Employees’ Council of
NIBCapital for their commitment to NIBCapital and their contribution to the excellent performance of
NIBCapital in 2004.
THE HAGUE, 3 MARCH 2005
THE SUPERVISORY BOARD
WILLEM F.C. STEVENS, Chairman
J. HESSEL M. LINDENBERGH, Vice-Chairman
WIM. M.VAN DEN GOORBERGH
PETER J. GROENENBOOM
MAARTEN J. HULSHOFF
CEES A.VRINS
MEMBERS OF THE SUPERVISORY BOARD
MR.W.F.C. STEVENS, 1938, DUTCH, CHAIRMAN
Member of the Supervisory Board since 2001; second term expires in 2007.
Senior Counsel of Baker&McKenzie, former member of the Senate (1991-2003).
Background: legal and fiscal counsel.
Member of the Supervisory Boards of Aegon N.V., Schiphol Group N.V., TBI Holdings B.V., AZL N.V.
and Ermenegildo Zegna International N.V.
MR. J.H.M. LINDENBERGH, 1943, DUTCH,VICE-CHAIRMAN
Member of the Supervisory Board since 2004; first term expires in 2008.
Former board member of ING Groep N.V.
Background: international banking and finance.
Member of the Supervisory Boards of Deutsche Börse AG, DHV Holding N.V., Gamma Holding N.V.,
Koninklijke Numico N.V., Petroplus International N.V., Reggeborgh Groep, Chairman of the Supervisory
Board of Spyker Cars N.V.,Member Board of Trustees University of Amsterdam, Senior Counsel Boer &
Croon.
MR.W.M.VAN DEN GOORBERGH, 1948, DUTCH
Member of the Supervisory Board since 2003; first term expires in 2005.
Former Vice-Chairman and CFO of the Executive Board of Rabobank Nederland.
Background: international banking and finance.
Member of the Supervisory Boards of Bank Nederlandse Gemeenten, Athlon Holding N.V.,
TIAS Business School and Chairman of the Supervisory Board of De Welten Groep.
MR. P.J. GROENENBOOM, 1935, DUTCH
Member of the Supervisory Board since 2001; second term expires in 2007.
Former Chairman of the Executive Board of Internatio-Müller N.V.
Background: industrial management
Member of the Supervisory Boards of Imtech N.V., Stichting tot Beheer van Preferente Aandelen in IHC
Caland N.V., KIT, Chairman of the Supervisory Boards of Philips Electronics Nederland B.V., Electrabel
N.V., Tapijtfabriek H. Desseaux N.V., N.V. Casema, Fonds voor de Topsport, Q-park N.V.
MR. M.J. HULSHOFF, 1947, DUTCH
Member of the Supervisory Board since 2001; first term expires in 2005.
Chairman of the Managing Board of Rodamco Europe N.V.
Background: international banking, insurance and real estate.
Member of the Supervisory Board of TEB N.V.
MR. C.A.VRINS, 1940, DUTCH
Member of the Supervisory Board since 1999; second term expires in 2005.
Former Chairman of ABVA KABO FNV.
Background: governmental management.
Member of the Supervisory Boards of MEDE Groep B.V. and RDW.
