In the Netherlands & US
Corporate governance in the Netherlands
In 2004, for the first time, ABN AMRO used the Dutch corporate governance code published on 9 December 2003 (the Code) as a basis for providing an overview of its corporate governance structure and of its compliance with the Code.
Given the importance ABN AMRO places on a transparent governance structure, we decided to explain our compliance with the Code in a special Corporate Governance Supplement that was published along with the 2003 Annual Report.
Similarly this year, the Corporate Governance Supplement to the 2006 Annual Report has not been published in a hard copy but can be found online.
ABN AMRO believes that a corporate governance code that meets high international standards will significantly boost confidence in Dutch listed companies and will benefit the business climate in the Netherlands.
Given the international environment in which we operate, strict Dutch corporate governance standards and the highest possible level of convergence of those standards with internationally accepted standards are also to ABN AMRO's advantage.
We trust that by giving our shareholders and other stakeholders a full description of our governance structure, their confidence in our company will be further enhanced.
Corporate governance in the US
ABN AMRO is a US Securities and Exchange Commission (SEC) registered company with a listing on the New York Stock Exchange (NYSE). We are therefore subject to US securities laws, including the Sarbanes-Oxley Act and certain corporate governance rules of the NYSE. The integrity of management, auditors and employees is at the heart of the Sarbanes-Oxley Act.
The Act and the NYSE rules require listed companies to have an audit committee composed of independent directors. They also promote auditor independence by prohibiting auditors from providing certain non-audit services while conducting audits. In all respects, ABN AMRO's existing oversight and corporate governance practices fully honour the spirit and requirements of the Sarbanes-Oxley Act.
ABN AMRO has long had an Audit Committee, which qualifies as independent and intends to maintain its independence. In response to the Sarbanes-Oxley Act, ABN AMRO has instituted a Code of Ethics. We have also instituted a Disclosure Committee, which formalises the tasks and disciplines already in place for ensuring the accuracy and completeness of information that is disclosed to the market.
The members of the Disclosure Committee include the head of Group Financial Accounting (Chairman), the head of Group Legal, the head of Investor Relations, the head of Group Audit, the head of Group Risk Management Reporting and, as needed, people from other parts of the company.
ABN AMRO believes that it is important to give our stakeholders clear insight into our continuing compliance with relevant corporate governance requirements.
Whistleblowing policy
In response to both the Dutch corporate governance code and Sarbanes-Oxley, ABN AMRO has introduced an employee whistleblowing policy, which provides employees with clear and accessible channels for reporting suspected malpractice, including a direct channel to the Audit Committee.