Report of the Supervisory Board
 
Activities in 2009
The task of the Supervisory Board is to oversee the policies of the Executive Board and the general day-to-day affairs at Batenburg Beheer N.V. and its business operations. In 2009, Batenburg suffered from the recession, which affected various sales markets. Where necessary, measures were taken to limit the diminution in the results. The focus of the strategy of the Executive Board remains on long-term profitability and continuity. The necessary changes were started in the implementation of the strategy in 2009, to help to create a still more efficient and effective organisation.
During the year under review, the Supervisory Board conducted formal talks with the Executive Board on nine occasions, with full attendance at all but two meetings. Items on the agenda of the meetings with the Executive Board included the usual matters, such as objectives and strategy, the risk profile of the Batenburg Group, the financial results and reporting process, the design and operation of the company’s risk management and internal control systems, the corporate governance policy, the interests of various stakeholders and the HRM policy.  To this end, visits were paid to the operating companies to supplement the formal meetings with the Executive Board.
In the talks with the Executive Board, special attention was devoted to the performance of the operating companies and the measures taken to keep costs in line with the lower revenues during the year under review. Ideas were also exchanged on these issues with representatives of the companies in the Central Personnel Information (CPI) organisation. In August 2009, the Supervisory Board appointed Mr A.G. Engbersen to the Group Council.

Performance
In a closed meeting not attended by the Executive Board, the Supervisory Board evaluated its performance and membership. The performance of the Executive Board and its individual members were also reviewed.
The chairman of the Supervisory Board is in regular contact with the Executive Board about current affairs. During three formal meetings held with the Executive Board and the auditor in 2009, discussions centred on the audit findings, the design and operation of the internal control systems, the interim figures and the 2009 financial statements. During these discussions, the Supervisory Board also spoke to the auditor about his findings without the Executive Board attending. The auditor’s independence in relation to Batenburg Beheer N.V. is verified each year.

Membership of the Supervisory Board
In the spring of 2009, various majority shareholders gave notice that they considered it desirable to appoint a new supervisory director nominated by the shareholders. The Group Council and the Works Council notified the supervisory directors of their full support for the Executive Board's strategy and policy. At the General Meeting of Shareholders in April 2009, the supervisory directors gave notice of their consent to this requirement and started the procedure for appointing a new supervisory director.
In view of the short space of time between the notice of the requirement and the planned General Meeting of Shareholders in April 2009, Mr J. Smit was willing to consent to a temporary reappointment, in the interests of the company. Following the completion of the procedure, he stepped down during an Extraordinary General Meeting of Shareholders in October 2009. Mr P. Sluiter was then appointed as a new supervisory director. We would like to express our deep gratitude to Mr Smit for the flexibility he showed and his contributions to the development of Batenburg Beheer N.V. in recent years, on the basis of the technical profile.
The rules concerning the performance of the Supervisory Board are laid down in Regulations. All supervisory directors are independent of the company. None of the supervisory directors served on the Executive Board of the company in 2009 or in the five preceding years, nor were they awarded any result-dependent remuneration.

2009 Financial Statements
The Supervisory Board is pleased to present the 2009 Annual Report and Financial Statements of Batenburg Beheer N.V. The financial statements were prepared by the Executive Board and audited by Mazars Paardekooper Hoffman Accountants N.V. Their unqualified audit report is reproduced on page 68 of this annual report. The financial statements were discussed with the Executive Board and the auditor on 25 March 2010 and we hereby submit them to you without any amendments. During the General Meeting of Shareholders to be held on 27 April 2010, we will propose that the financial statements be adopted and approved, and that the meeting ratify the actions of the Executive Board for the policies pursued and of the Supervisory Board for the supervision exercised. We further propose that a dividend of EUR 0.12 be distributed on priority shares and of EUR 1.00 (2008: EUR 1.20) on ordinary shares.

On the basis of the 'jobs before income' principle, measures were taken in 2009 that had personal consequences for many employees. The supervisory directors express their appreciation of the willingness of the Works Councils and staff to share ideas constructively in this regard. Even in the difficult year of 2009, the employees and the Executive Board showed strong commitment and effort. The difficult economic conditions are not yet over and are expected to still manifest themselves clearly in Batenburg Beheer N.V.'s sales markets in 2010. However, the sharper policy and solid financial position, as well as the spread of activities, offer an excellent basis for good performance, given the circumstances, in the coming year as well.


Rotterdam, 25 March 2010

Supervisory Board:
G.N.G. Wirken (Chairman)
M.C.J van Pernis
P. A. Sluiter

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