The Executive Board and the Supervisory Board are committed to honoring the principles of integrity, accountability and transparency in their management of the company. ARCADIS' understanding of Corporate Governance is based on applicable laws, as well as legal precedents, the Dutch Corporate Governance Code (the Code) and the ARCADIS General Business Principles. 

Dutch Corporate Governance code
At the end of December 2004, the regulation became effective which validates the Dutch Corporate Governance Code (the Code) for stock exchange-listed companies. Based on this, Dutch stock exchange-listed companies are required to report on their adherence to the principles and best practices of the code, which are directed to the Executive Board and the Supervisory Board, in their annual report. In the ARCADIS 2003 annual report, ARCADIS' adherence to the different sections of the code was extensively described. This description explained the extent to which ARCADIS applies the principles and best practice provisions contained in the Code, as well as any departures and the reasons for the departures. An overview of actions related to the implementation of the Code was also provided. This report was discussed with the General Meeting of Shareholders on May 12, 2004 in accordance with the "apply or explain" principle. The General Meeting of Shareholders, after discussion, accepted ARCADIS' application of the Code.

The corporate governance structure at ARCADIS and the departures from the Code are based on current conditions and views within ARCADIS. Conditions may change – whether expected or not – which may lead to adjustments in the structure and in the way in which ARCADIS complies with the Code. Substantive changes will be put before the General Meeting of Shareholders for consideration.