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, including the Sarbanes-Oxley Act that became effective in the United States in July 2002, as well as legal precedents, the Dutch Corporate Governance Code (the Code), 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 now 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.

Sarbanes-Oxley Act
In July 2002, the Sarbanes-Oxley Act became effective in the United States. This Act applies to all companies listed on a United States stock exchange and contains detailed regulations regarding, among other things, corporate governance, the way in which financial reporting is produced and the independence of the external auditor. Based on the Sarbanes-Oxley Act, the NASDAQ issued additional regulations requiring compliance from companies listed on its exchange. As a result of its listing on the NASDAQ stock exchange, ARCADIS is subject to the regulations of the Sarbanes-Oxley Act, as well as those of the NASDAQ, in as much as these regulations are not contrary to Dutch national law.

The corporate governance structure at ARCADIS and the departures from the Code as described below 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.