Template : Note / Memo - Royal Haskoning

A COMPANY OFIntegrity Policy.5 Integrity Council5.1 ObjectiveThe Board of Management shall appoint an Integrity Council. This Council’s function is three-fold,acting as:- a catalyst for the company-wide discussion on integrity;- the body to which dilemmas can be submitted and advisory body for the Board ofManagement;- confidential reporting point for whistleblowers (see Chapter 4).5.2 CompositionThe composition of the Integrity Council is representative of the composition of Royal Haskoningas a whole, taking into account the following points:- Representation of both young and old staff members;- Representation of Haskoning NL, UK and abroad;- Representation of both men and women.The Integrity Council consists of 6 staff members. The members are appointed by the Board ofManagement. The president of the Council also fills the position of Compliance Officer.The members are appointed for a period of four years and can be reappointed once..5.3 Duties, authorities and responsibilities (see also Chapter 4)1) The Integrity Council has an exclusively internal function, i.e. only staff members of RHcan appeal to the Integrity Council.2) The Integrity Council promotes compliance with the Integrity Code. The Integrity Councilonly deals with written, non-anonymous reports.3) The Integrity Council fulfils a confidential function without mandate or consultation andtakes a great deal of care with regard to the issues submitted to it.4) The Integrity Council advises the Board of Management on issues associated with theIntegrity Code, including the forms of conduct that are not (explicitly) described in thisdocument but which can be in contravention of the spirit of the Integrity Code.5) The Integrity Council is available to each member in the event of a suspicion of abuse orin the event that he or she discovers a situation of abuse. The Integrity Council inviteseach staff member to report this situation immediately to his or her manager and/or theIntegrity Council, stating all relevant facts and circumstances known to him or her.1/2

6) The Integrity Council shall issue a report to the Board ofManagement at least twice a year, and more frequently if necessary. This report will beissued regardless of whether division managers have also reported to the Board ofManagement. In individual cases, reporting may occur anonymously, at the discretion ofthe Integrity Council. The Integrity Council reports regularly on all lessons learned andbest practices on the Integrity Council's site on Bridge.7) The Board of Management shall submit a report to the Works Council every year, whichshall include the number of reports that have been received and the action taken. Theinformation should be reported in such a way as to guarantee the anonymity of thoseinvolved.5.4 Budget1) External costs incurred by the Integrity Council in connection with this code shall beborne by Royal Haskoning within the budget provided by the Integrity Council for thispurpose.2) The budget of the Integrity Council shall be set annually by the Board of Management.2/2