Rules governing the Managing Boardīs Principles and Best Practices

approved by the annual general meeting of shareholders of 19 May 2004

Article 1 Status and contents of the rules

Article 2 Responsibilities of the Managing Board

Article 3 Composition, expertise and independence of the Managing Board

Article 4 Chairman of the Managing Board

Article 5 (Re)appointment, term and resignation

Article 6 Remuneration

Article 7 Managing Board meetings (agenda, teleconferencing, attendance, minutes) , resolutions

Article 8 Conflict of interests

Article 9 Complaints, whistle blowers

Article 10 Information, relationship with the Supervisory Board

Article 11 Relationship with the shareholders

Article 12 Confidentiality

Article 13 Non-compliance, amendment.

Article 14 Governing law and jurisdiction

Article 15 Confidentiality

Article 16 Non-compliance, amendment

Article 17 Governing law and jurisdiction

ANNEX A LIST OF ITEMS TO BE SUBMITTED BY THE MANAGEMENT BOARD TO THE SUPERVISORY BOARD OF FUGRO N.V.

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