Corporate Governance Report

Governance structure
Schiphol Group is a Public Liability Company, which is not publicly listed with a full two-tier board regime which complies with the provisions of the Corporate Governance Code where possible and advisable.

Corporate Governance Code
In 2004 and 2005, Schiphol Group implemented the principles and best practices of the Dutch Corporate Governance Code, as drawn up by the Tabaksblat Committee, in the company's various internal rules and regulations almost without exception. The principles and best practices of the Corporate Governance Code implemented by Schiphol Group remained effective unchanged throughout 2007. A document describing the ways in which the various provisions are reflected in internal rules (such as, for example, the Regulations governing inside information and the holding of securities and securities transactions, and the Whistleblowers' Rules) has been posted on our website www.schipholgroup.com under the heading Investor Relations. The internal rules governing the Supervisory Board, its subcommittees and the Board of Management can also be found here.

As an non-listed company, Schiphol Group cannot effectively apply a number of the Corporate Governance Code's provisions.
The provisions concerned are essentially II.2 (options as a component of remuneration), IV.2 (issue of depositary receipts for shares), and IV.1.3 (public response to a private bid for part of the company).

Due to the very small number of shareholders, the Corporate Governance Code's provision V.2.1 (presence of an external accountant at a General Meeting of Shareholders) was applied narrowly with only a delegation of the Supervisory Board and the Board of Management attending the General Meeting of Shareholders.

In 2004, when the Corporate Governance Code was first implemented, the Supervisory Board decided to honour the existing contracts of employment of the Board of Management members. The contracts of employment of Ad Rutten and Maarten de Groof, which were concluded thereafter, comply with the provisions of the Corporate Governance Code.
A more detailed explanation of the above points has been posted on our website www.schipholgroup.com under the heading Investor Relations.

Last year, the shareholders were invited (once more) to pass a resolution amending the company's Articles of Association to reflect the changes in the Netherlands Civil Code in 2004 concerning the rules governing large companies. The Municipality of Rotterdam has agreed to this. Both the State of the Netherlands and the Municipality of Amsterdam have still to comment on the proposed amendments.

Transactions in securities
Despite the fact that Schiphol Group shares are not listed on a stock exchange, a limited set of Regulations governing inside information and the holding of securities and securities transactions has been adopted. The company has issued bonds under the EMTN Programme. Members of the Board of Management and Supervisory Board refrain from buying and selling these bonds. The Corporate Auditor has been appointed as the central officer referred to in the Regulations governing inside information and the holding of securities and securities transactions.

Supervisory Board
As permanent subcommittees, the Supervisory Board has an Audit Committee, a Selection and Appointments Committee, a Remuneration Committee and a Public Affairs & Corporate Responsibility Committee.

The Privatisation Committee, which was established temporarily in 2005 in order to consider the proposed intentions on the part of one of the shareholders (and possibly more than one shareholder) to sell shares in Schiphol Group, was dissolved at the end of 2007. The Supervisory Board has drawn up rules for each permanent committee, which have been posted on the website www.schipholgroup.com under the heading Investor Relations.

Audit Committee
The Audit Committee has three members. It meets at least three times a year and produces an annual report of its deliberations and findings. Two of the present members possess financial expertise, as required by the profile of the Supervisory Board. The Corporate Controller is secretary to the Audit Committee.

Selection and Appointments Committee
This Committee has a minimum of three members. It meets, if necessary, and advises the Supervisory Board by drawing up selection criteria and appointment procedures for members of the Supervisory Board and members of the Board of Management, as well as advising on the company's management development policy. As the meetings of this Committee are discussed in the meetings of the entire Supervisory Board, the minutes of the Supervisory Board meetings report on its deliberations and findings.

Remuneration Committee
The Remuneration Committee has three members. It meets at least twice a year and produces an annual report of its deliberations and findings. It advises the Supervisory Board on the formulation of remuneration policy and the actual remuneration of the individual members of the Board of Management. It also prepares a remuneration report each year. The Human Resources Director is secretary to the Remuneration Committee.

Public Affairs & Corporate Responsibility Committee
The Public Affairs & Corporate Responsibility Committee has two members and advises the Supervisory Board about reputation, public affairs and corporate responsibility policy. It meets at least twice a year and produces an annual report of its deliberations and findings. The Director of Corporate Communications & Public Affairs is secretary to the Public Affairs and Corporate Responsibility Committee.

Schiphol, 13 February 2008

The Supervisory Board

The Board of Management