Deloitte : Some Features Dutch Company Non Listed Company Adheres to Dutch Civil laws which insists on businesses are run using sound, transparent methods, while simultaneously providing a framework of principles that allow for innovation and an entrepreneurial spirit to thrive.

Deviation from the Best Practises ( According to Dutch Civil Laws)Following best practises are not implemented .

The Committee has an important role in stakeholder dialogue. Deloitte refers to the Transparency Report for a full description of the activities of the Public Interest Committee and its focus point in rebuilding trust in the audit profession.

Executive Board

C.J.G.M. de BoerCFO & COOP.J. BommelCEO

Other members includeM. J. van der Vegte Managing Partner Audit R.A.J. Roovers Managing Partner Tax & Legal M. van Vliet Managing Partner Consulting W.L. Smit Managing Partner FAS S.H.C. Heuts Managing Partner Clients & Markets Industries M. Beelen Managing Partner Clients & Markets Regions

The Executive Board reports to the Supervisory Board. The members of the Executive Board are collectively responsible for the companys policy.

The members of the Executive Board are appointed for a period of no more than four years, but may be re-appointed for consecutive four-year terms.

The Executive Board acts in the companys best interest at all times when fulfilling its duties, taking into account the relevant interests of all stakeholders.

It is responsible for observing relevant laws and regulations, managing the risks involved in the companys activities and overseeing its financial affairs. The Executive Board reports on these matters to the Supervisory Board.

Conflict of Interest between Deloitte and Executive boardIn such cases, Deloitte is normally represented by another person, who is appointed specifically for this purpose by the Supervisory Board.No transactions involving any potential or real conflict of interest, as defined by the Dutch Corporate Governance Code, took place in the year under review. The remuneration granted to members of the Executive Board for their services is determined by the Supervisory Board on the basis of the financial regulations applicable to all partners, as approved by the General Meeting of Shareholders.

Deloittes Supervisory Board Includes 3 Internal Members (Who are Shareholders working with the company) Majority members are external members . Generally four in numbers All external members are independent members as defined by the Code All members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board, No Remuneration is paid to the internal members Task of Supervisory Board The realisation of the companys objectives The strategies pursued by the company and the risks involved The design and implementation of internal risk management and control systems The companys financial reporting process The companys compliance with laws and regulations

Corporate CommunicationAll the major decisions taken by executive committee are required to pass through the supervisory board. Only when the supervisory board approves the decisions, it would be treatment.Audit committeeIn June 2012, the Dutch auditing professional body (NBA) and a number of major audit firms, including Deloitte Accountants B.V., signed the Governance Code for audit firms. Deloitte introduced a Public Interest Committee pursuant to that Code. The Public Interest Committee comprises the external members of the Supervisory Board.

External AuditorThe external auditor is appointed by the General Meeting of Shareholders, on the recommendation of the Supervisory Board, advised by the Executive Board and the Audit Committee

Advantage: All major stakeholders are involved in the decision related to selecting the external auditors. Hence integrity is maintained in the process ensuring the process is transparent.Disadvantage:Chances of bias in the selection cannot be rejected.

Compensation Deloitte wont release the compensation for executives.

Corporate EthicsThe following Ethical Principles have been adopted by each of the DTTL Member Firms, including Deloitte. Honesty and Integrity Straightforward and honest in our professional and business relationships. Truthful about the services we provide, the knowledge we possess, and the experience we have gained.

Professional Behavior operate within the letter and the spirit of applicable laws.Comply with professional standards and applicable laws and regulations. Avoid any action that may discredit our firms or our professions. Strive not only to do what is legal, but also what is right.

Competence We bring appropriate skills and capabilities to every client assignment.Public and our clients expect our work to meet high professional standards. We use due care to ensure that client needs are matched with Deloitte personnel who have the competence required for their assignments.

Objectivity We are objective in forming our professional opinions and the advice we give.Do not allow bias, conflict of interest, or undue influence of others to override our professional judgments. Address differences of opinion and handle them constructively and professionally.

Confidentiality We respect the confidentiality of information.

Prohibit disclosure of information to anyone inside or outside our firms without the legal or professional right to know. Do not misuse information of our clients, our firms, or our people for personal advantage or for the benefit of third parties.

Fair Business Practices We are committed to fair business practices.

Receive fees that reflect the value of services provided and responsibilities assumed, and are considered fair and reasonable by our clients. Respect our competitors and do not compete unfairly.

Responsibility to Society We recognize and respect the impact we have on the world around us.

Take our role in society seriously and do not cause intentional harm. Support contributions to the communities where we operate.

Respect and Fair Treatment We treat all our colleagues with respect, courtesy, and fairness.Understand the impact that our individual behavior has on our firms, our colleagues, and society, and always work to take responsible action. We encourage and value the diverse mix of people, viewpoints, talents, and experiences found at Deloitte.

We are fair in our behavior and our policies promote equal opportunity for all.

Accountability and Decision Making We lead by example, using our shared values as our foundation. Recognize that we are role models and that we set behavioral standards for our professions and each other. Make decisions based on our shared values and expect our leaders and colleagues to do the same: Integrity Commitment to each other Strength from cultural diversity

Code of Conduct1. Know , Understand and ComplyIt is the duty of all firm personnel to know, understand, and comply with this Code of Ethics and Professional Conduct. Failure to comply with the Code could result in significant risk to the firm and its people, and will subject that individual to disciplinary action, up to and including termination or severance of association.

2. A Duty to ReportThe Ethics and Compliance Program is designed to educate and foster an atmosphere where open communication of ethics and compliance inquiries and issues is encouraged, and to provide all personnel with a reasonable understanding of how to identify and report potential violations.

3. Where to go for help and How to reportFor assistance with ethics and compliance matters, and to report potential violations, you should contact your supervisor, or office or regional function/channel leader.If they are unable to resolve the issue (or if you are uncomfortable discussing the issue with them), you should seek assistance from other parties, such as: Talent Regional Compliance Officer Policy and Compliance Group Chief Ethics and Compliance Officer of Deloitte LLP Integrity Helpline

4. Practical Advice: Using the Integrity HelplineThe Integrity Helpline is a confidential, 24-hours-a-day, 365-days-a-year service you can access from any location. Reports may be made on either an anonymous or named basis. The Integrity Helpline is administered by a third party to maintain confidentiality and, when requested, anonymity

Shared ValuesIntegrity Outstanding value to markets and clients Commitment to each other Strength from cultural diversity

Corporate behaviour in public

Integrity At every level, the people of Deloitte are expected to be honest, trustworthy, candid, and straightforward in both personal and business dealings, in accordance with both the letter and the spirit of all applicable laws and regulations. All personnel are encouraged to exceed the expectations of clients and each other by seeking to do not only what is legal, but also what is right. Our commercial ambitions should never be allowed to overtake professional and ethical responsibilities.

Quality of Work ProductDeloitte believes that reputation is dependent on integrity of quality of the services provided. Each person is individually responsible for the quality of the professional services provided

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Truth in CommunicationsOur people are committed to representing the firm with honesty and candor. Similarly, it is our policy to communicate facts about our capabilities, policies, and people accurately and responsibly in advertisements, sales, marketing, recruiting, and all other promotional materials.

Respect for CompetitionWe will not pursue any competitive tactic or goal that we believe might damage our reputation or is inconsistent with our vision for Deloitte to be recognized as the best in professional services. We do not condone any attempts to gather competitive information in a deceptive, unlawful, or inappropriate manner. We honor valid non-compete agreements (sometimes known as restrictive covenants) of competitors. The restrictive covenants applicable to existing and former Deloitte personnel are also strictly enforced.

Records Management Deloitte maintain all records in accordance with the legal and business requirements appropriate to our professions. To help preserve the integrity of the record-keeping and reporting systems, all personnel have an obligation to know and comply with all current applicable records retention policies and procedures. These include how data is shared, stored, and retrieved, and the circumstances under which it may be disposed of.

Anti-Corruption Deloitte is committed to ethical business conduct in their global marketplaces and are against corruption in any form. Like all DTTL Member Firms, Deloitte expects all of its personnel, particularly those conducting international business, to know, understand, and abide by anti-corruption laws applicable to the business they conduct.Private and individual space Diversity and Inclusion Deloitte encourages diverse and inclusive culture . Such a culture directly supports our mission to help our people and clients excel. The rich mix of individuals, viewpoints, talents, and experiences found at our firm is respected and valued.

Deloittes human resources policies aim for the highest standards of fairness and equal opportunity, covering recruitment and employment, promotions, team opportunities, and training programs.

Respect and Fair treatment

Personal RelationshipsDeloitte takes preventive measure to arise the professional issue from the personal relationships. Personal relationships must be reported by the persons involved to the appropriate Regional Function Specific Subsidiary (FSS) leader or Shared Services Leader (National Leader for individuals in national roles) and the applicable Regional or National Talent Director to determine what, if any, notifications or assignment changes need to be made.

Health, Safety, and the Environment

Use of Social Media People are expected to abide by basic standards such as safeguarding confidential information and protecting the Deloitte brand that govern all Deloitte communications, including those made via online collaboration tools. In the use of all social media, including personal social media where you might not be identified as a Deloitte person, you should be mindful of how you present yourself and treat your audience, as well as perceptions that can be created by use of social media.

Corporate Social Responsibility

Working in innovative ways with government, non-profit organizations, and civil society, Deloitte is delivering solutions that contribute to a sustainable and prosperous future for all.Corporate Responsibility at Deloitte starts with the shared values that form the foundation of our culture: integrity, outstanding value to markets and clients, commitment to each other, and strength from cultural diversity. The focus areas that make up Corporate Responsibility at Deloitte include Ethics & Compliance, Talent, Community Involvement, Sustainability, Internal Operations, as well as the services we provide clients.Social ImpactDeloitte has come up with the following program. Deloitte Humanitarian Innovation ProgramThrough the Deloitte Humanitarian Innovation Program, the professionals of Deloitte member firms and humanitarian organizations co-create and implement solutions to the sector's most pressing challenges. By collaborating with local, national, and international humanitarian leaders combining diverse skills and expertise we enhance the ability of the sector to prepare for, and respond to, crises.Environmental Sustainability Deloitte works vigorously to advance this agenda with member firm clients. Deloitte member firms have over 800 dedicated sustainability specialists helping clients transition to sustainable business models and practices that will deliver top- and bottom-line financial growth for the long term.In January 2013, Deloitte's Global and U.S. headquarters at 30 Rockefeller Plaza in New York was awarded the U.S. Green Building Council'sLeadership in Energy and Environmental Design (LEED)Certification at the Gold level for Commercial Interiors. LEED certification was a critical consideration when moving into our new headquarters.Many member firms also are actively pursuing sustainability initiatives, both inside and outside their physical office spaces.

Deloitte also observes Impact day. In the impact day everyone at the nations largest professional services organization is encouraged to set aside their office duties for the day to volunteer for a non profit organization. Tens of thousands of Deloitte volunteers are participating in a wide variety of both skills-based and traditional hands-on projects painting, landscaping, renovating, and more.Deloitte is collaborating with theTaproot Foundationto host pro bono Scope-a-thons in Chicago, Los Angeles, and San Francisco. At these events, approximately 100 senior executives from a variety of nonprofits will attend workshops led by Deloitte volunteers that are focused on how to plan and scope out pro bono projects to maximize their chances for success.Deloitte helps its communities thrive in three ways: Leveraging innovative thinking to strengthen nonprofit capacity by helping with strategic, operational and financial challenges, so nonprofits can help more people and communities faster and better. Complementing innovative thinking with an investment of financial resources at the national and regional level. Creating and sharing new research, content and insights on ways organizations can leverage skills-based volunteerism.

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AUDIT OF CG ACTIVITIES AND INITIATIVES The Audit Committee (AC) supports the Supervisory Board in fulfilling its oversight responsibilities with respect to the external reporting of the firm, financial control and risk management, the internal audit and the engagement with the external auditor. The AC held six meetings during the in financial year and has reported its findings and comments to the full Supervisory Board during the regular meetings of the Board. The CFO/COO, the Controller and the Internal Auditor attended all AC meetings.. The AC also met with the external Auditor, in private sessions, without Executive Board Members or staff attending.ACCOUNTABILITY AND DECISION MAKING:Decisions taken are based on shared values. Integrity

Outstanding value to markets and clients

Commitment to each other

Strength from cultural diversity

Prejudice, bias, conflict of interest, or undue influence of others must not be allowed to override objective professional or business judgment. Commercial ambitions should never be allowed to overtake professional decisions.

EMPLOYEE WORK CULTURE:

Employees are most important for a company. They work best in a culture of trust. Deloitte fosters promotes such culture.

HONESTY AND TRUST: All employees are expected to perform their jobs with integrity and to conduct themselves ethically at all times. Honesty in the commitments to, and dealings with, each other is essential.it is necessary for all employees to accurately and honestly account to each other for time worked and expenses incurred (in accordance with Deloitte policy) for both internal as well as for client-related activities.

DIVERSITY AND INCLUSION: Deloitte fosters a diverse and inclusive culture. Such a culture increases productivity and helps employees to excel in their field of work. Human resources policies aim for the highest standards of fairness and equal opportunity, covering recruitment and employment, promotions, team opportunities, and training programs. Deloitte is an equal opportunity employer and recruits, employs, trains, compensates, and promotes high-quality, competent, and responsible people without any bias to race, religion, creed, color, citizenship, national origin, age, sex, gender etc.RESPECT AND FAIR TREATMENT: Unlawful discrimination, offensive behavior , physical/verbal harassment/abuse by personnel agents or clients is not tolerated. Providing a safe, healthy, and productive work environment is a priority.CONSULTATION: Deloitte is committed to consultative culture. Frequent consultation within office and with respect to industry resources is encouraged. It helps in bringing about differed view points. All the points are seen with open mindedness and bringing in innovative ideas is encouraged.PERSONAL RELATIONSHIPS: Personal relationships, romantic or otherwise, may exist or develop between two people Employed by the organization. These can create conflict of interest issues between employees, or in minds of clients. These types of relationships may occur and appropriate notification or assignment steps may need to be taken to prevent such relationships from resulting in a professional issue for the organization or the individuals involved. Such relationships must be reported by the persons involved to the appropriate Regional Function Specific Subsidiary (FSS) leader or Shared Services Leader (National Leader for individuals in national roles) .

HEALTHY,SAFETY AND ENVIRONMENT: Deloitte is committed in providing a safe working environment for all personnel. Clients as well as the general public expect our organizations personnel to provide quality, professional services while being free from the effects of drugs, alcohol, or other substances that may hinder job performance or judgment. On occasion, there may be events where management approves the serving of alcoholic beverages. In these cases, all appropriate liquor laws must be followed. The workplace should be free from violent and abusive behavior Also any threats/ offensive behavior will not be tolerated.

COMMUNICATION SYSTEMS

Communications systems, include computers, electronic mail, intranet and Internet access, instant messaging, telephones, voice mail, conferencing systems, and paper documents are the property of Deloitte or its subsidiaries and are to be used primarily for business purposes.

USE OF DELOITTE ASSETS: Use of assets for unlawful, individual profits or unethical practices is prohibited.\ Information technology, intellectual property (e.g., copyrights, patents, and trademarks), facilities, equipment, machines, software, and cash may be used for business purposes only.

This Code is not intended to cover every questionable situation or dilemma that you may encounter. Rather, it is intended to provide a perspective to guide thinking.

WHISTLE BLOWER: These procedures are designed to ensure fullest observation of the companys business principles and procedures. In addition it also satisfies the non-mandatory provisions of the revised clause 49 of listing agreement with stock exchanges for companies to institute a whistleblower mechanism and empowers audit committee to review the functioning of the mechanism. It follows an effective mechanism and supportive environment to encourage employees to voice complaints and have them properly investigated and resolved. Employee Hotline provides for anonymous submission of complaints. Operated by third party professionals, 24 hours per day, 7 days per week Available to all employees- domestic and international Established protocol for timely investigation and complaint resolution Chief Compliance Officer oversees the Hotline program and complaint resolutions.

OPEN DOOR POLICY:Effective tone at the top message encourages as well require employees to report suspected wrongful behavior:Established cultural contractEffective code of conductVisible support by CEO/senior management

HR Policies and procedures:

DEFINE VALUE: Understand customer needs, market forces. Align them with resource and workforce planning. Plan impact on workforce growth.Understand impact on governance, compliance and risk management.

ALIGN HR SERVICES: Determine the most effective ways to attract, motivate, develop, and retain new and existing talent given the business environment. Develop guidelines for governance, compliance and risk mitigation. Design and implement HR solutions for every phase of the workforce life cycle, from recruiting to retirement

DELIVER VALUE: Define specific roles, governance mechanisms, and delivery options. Conduct a skills analysis and develop training and recruiting plans to fill any critical gaps. Conduct a skills analysis and develop training and recruiting plans to fill any critical gaps.RISK MANAGEMENTRisk governance. The board understands and appropriately monitors the companys strategic, operational, financial, and compliance risk exposures, and it collaborates with management in setting risk appetite, tolerances, and alignment with strategic priorities.The executive board actively manages strategic, compliance, financial and operational risks.They ensure that all adequate risk management and control mechanisms in place. All risks should be properly assessed and managed.QUALITY CONTROL FRAMEWORK:This framework consists of a set of policies, established business processes, assigned roles, responsibilities and tasks, guides behavior and monitors activities to enable the company to achieve its objectives, while minimizing the potential for errors, sustaining losses, committing or becoming a victim of fraud, or violating any laws and regulations. Through this framework, Deloitte consistently analyzes and evaluates internal risk management and control systems.

RISKDESCRIPTIONRISK MITIGATION

ReputationTrust is key attribute for reputation of a brand. Client trust create successful and sustainable impact on their business.Quality control systems, a compliance program and strict client acceptance and quality control processes. Also shared values like integrity, commitment etc. are encouraged among employees. External communication on major events or issues is centralized to manage reputation effectively.

TalentIt is a key resource in a business. The ability to attract, develop and retain the best talent is crucial.

Investing in employer branding through innovative recruiting websites. Development talent strategy focusing on offering an attractive talent Proposition.

Economy The past five years have demonstrated the impact the economy can have on any business . Still the economy is volatile.

Cost reduction programs and experience has made this company less vulnerable to economic volatility. Investing significantly create new profitable business propositions.

Competitor movesCompetitors can affect business in terms of technology, new unknown competitors can disrupt business.Establishing corporate strategy business to measure competitive landscape.

Cyber securityCyber threat to data and network is real, because of client confidential information present.Awareness is the best way to mitigate this, dedicated security operating Centre (SOC) has a direct line to the National Response Team (NRT).

CORPORATE GOVERNANCE:Good corporate governance is essential to ensuring economic growth in a global economy. Corporate governance is not only a matter of rules and regulations, but of quality of management, transparency, accountability and integrity. Adherence to a code that governs these areas is essential to ensuring that an organization is managed in the best interests of its stakeholders. In addition to an extensive programme with its own policies, Deloitte follows the principles of the Code wherever possible and in addition to applicable Dutch Civil Law. This guarantees the ethical integrity of its actions both internally and with regard to its stakeholders.

DEVIATIONS FROM DUTCH CIVIL CODE:In its supervisory board, Deloitte includes three internal members( shareholders in the company). All members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board, according to the procedures given in the Articles of Association.EXECUTIVE BOARD:It is responsible for responsible for creating a strategic and policy framework and objectives. It directly reports to supervisory board. The members of the Executive Board are appointed for a period of no more than four years.