| INTRODUCTION |
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| PART I: STRUCTURE AND ORGANIZATION |
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| PART II: THE BOARD OF DIRECTORS: TERMS OF REFERENCE |
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| PART III: BOARD COMMITTEES: TERMS OF REFERENCE |
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| PART IV: BEKAERT EXECUTIVE MANAGEMENT: TERMS OF REFERENCE |
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| PART V: SHARES AND SHAREHOLDERS |
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| PART VI: EXTERNAL SUPERVISION |
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| APPENDICES |
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| 1. Nomination Procedure and Selection Criteria for Directors. |
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| 2. Induction Procedure for New Directors. |
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| 3. Bekaert Code of Conduct and Guide to Business Control. |
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| 4. Bekaert Code on Insider Trading (under review pending new legislation). |
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| 5. Remuneration Policy for Non-Executive Directors. |
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