Corporate Governance Report

General
N.V. Luchthaven Schiphol (Schiphol Group) is a public limited liability company with a full two-tier board regime. The Dutch government, the Municipality of Amsterdam, Aéroports de Paris and the Municipality of Rotterdam are joint shareholders. The governance structure is based on Book 2 of the Dutch Civil Code, the company’s Articles of Association and various internal regulations.

Management Board

The Management Board of Schiphol Group consists of four members and, in principle, meets once a week. Management Board members share responsibility for the management of Schiphol Group and for general activities both within Schiphol Group and at its group companies. Each member has accepted
responsibility for a particular area, as approved by the Supervisory Board.

Supervisory Board

The Supervisory Board of Schiphol Group consists of at least fi ve and at most eight members and meets at least four times a year. The Supervisory Board is currently made up of seven members. Supervisory Board members are tasked with monitoring the Management Board of Schiphol Group and its activities. The Supervisory Board also advises the Management Board.

Committees of the Supervisory Board

The Supervisory Board has four subcommittees:

• The Audit Committee’s tasks include monitoring the internal risk management and control systems, compiling annual and semi-annual reports, and fi nancing. Areas such as tax planning, insurance policies and pensions also fall within this committee’s portfolio.

• The Selection & Appointments Committeecarries out preparatory activities connected to procedures for the appointment of Supervisory Board and Management Board members, including drawing up selection criteria.

• The Remuneration Committee is responsible for the remuneration policy and the remuneration of members of the Management Board. It also prepares the Remuneration Report and carries out the periodic performance assessments of individual Management Board members and reports its findings to the Supervisory Board.

• The Public Affairs & Corporate Responsibility Committee has a dual task. On the one hand it advises the Management Board and Supervisory Board as regards relationships with shareholders and communication strategy (public affairs), and on the other it plays an important role in defi ning the social aspects of Schiphol Group’s entrepreneurial activities.

Each of these committees is subject to a regulatory code, published on www.schiphol.nl under ‘Investor Relations’. The committees meet independently and carry out preparatory work in a number of sub-areas for the Supervisory Board as a whole. The minutes of the meetings held by the various committees are reported in a regular Supervisory Board meeting, with decisions being taken accordingly by the entire Supervisory Board.

Corporate Governance Code

In 2004, Schiphol Group voluntarily began applying the principles and best practice provisions, wherever possible and/or advisable, of the Corporate Governance Code drawn up by the Tabaksblat Committee. Schiphol Group has implemented these provisions in its Articles of Association and various internal regulations. In 2009 these regulations were brought in line – again, where possible and/or advisable – with the new Corporate Governance Code, or Frijns Code. The Frijns Code and its signifi cance for the company formed a separate item on the agenda of the General Meeting of Shareholders on 15 April 2010, where it was presented to the shareholders and subsequently discussed and approved. The meeting identifi ed the principles and best practice provisions that are not relevant to Schiphol Group and will therefore not be applied. Those provisions concern options as a component of remuneration, a public response to a private bid for parts of the company and the issue of depositary receipts for shares.

Also, due to the small number of shareholders, the obligatory presence at the General Meeting of Shareholders of the full Supervisory Board and Management Board and external auditor is waived.

Lastly, the Code’s provisions on remuneration were applied based on the understanding that employment contract agreements made prior to 2004 will continue to be honoured. The latter only applies to the employment contract of Mr Verboom. Each Management Board member’s performance contract contains
a ‘claw-back’ clause (Corporate Governance Code provision II.2.11) and a provision allowing the Supervisory Board to retrospectively adjust variable remuneration in certain cases (Corporate Governance Code provision II.2.10).

A detailed explanation of the above points, including a ‘comply or explain’ overview, has been published on www.schiphol.nl under ‘Investor Relations’. The site also provides the internal regulations to which Schiphol Group is subject, including the Regulations governing Inside Information and the Holding of Securities and Securities Transactions, the Whistleblower Regulations and the rules governing the Supervisory Board, its committees and the management.

Securities transactions

Despite the fact that Schiphol Group shares are not listed on a stock exchange, the company does have a limited set of Regulations governing Inside Information and the Holding of Securitiesand Securities Transactions. The company has issued bonds under the EMTN Programme. Members of the Management Board and Supervisory Board refrain from buying and selling these bonds and/or any Aéroports de Paris S.A. shares. Mr Hazewinkel indirectly holds bonds in Schiphol Group, which he already owned when he joined the Supervisory Board. His intention is to retain these bonds until the end of their term and not to trade them in the interim. Mr Nijhuis and Mr Verboom both hold a board position at Aéroports de Paris S.A. In that capacity they are under an obligation to hold one share in the capital of Aéroports de Paris S.A.

The Corporate Auditor has been appointed as the central offi cer referred to in the Regulations governing Inside Information and the Holding of Securities and Securities Transactions.

Schiphol, 16 February 2011

The Supervisory Board

The Management Board