Deloitte :

Some Features
Dutch Company
Non Listed Company
Adheres to Dutch Civil laws which insists on businesses are run using
sound, transparent methods, while simultaneously providing a framework
of principles that allow for innovation and an entrepreneurial spirit to
thrive.

Deviation from the Best Practises ( According to Dutch Civil Laws)

Following best practises are not implemented .

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The Committee has an important role in stakeholder dialogue. Deloitte refers to

the Transparency Report for a full description of the activities of the Public
Interest Committee and its focus point in rebuilding trust in the audit profession.

Executive Board

P.J.
Bommel

C.J.G.M. de
Boer

Other members include

M. J. van der Vegte
R.A.J. Roovers

Managing Partner Audit

Managing Partner Tax & Legal

M. van Vliet

Managing Partner Consulting

W.L. Smit

Managing Partner FAS

S.H.C. Heuts
Industries
M. Beelen

Managing Partner Clients & Markets

Managing Partner Clients & Markets Regions

The Executive Board reports to the Supervisory Board. The members of

the Executive Board are collectively responsible for the companys policy.
The members of the Executive Board are appointed for a period of no
more than four years, but may be re-appointed for consecutive four-year
terms.
The Executive Board acts in the companys best interest at all times when
fulfilling its duties, taking into account the relevant interests of all
stakeholders.

 It is responsible for observing relevant laws and regulations, managing the

risks involved in the companys activities and overseeing its financial
affairs. The Executive Board reports on these matters to the Supervisory
Board.

Conflict of Interest between Deloitte and Executive board

In such cases, Deloitte is normally represented by another person, who is
appointed specifically for this purpose by the Supervisory Board.
No transactions involving any potential or real conflict of interest, as defined by
the Dutch Corporate Governance Code, took place in the year under review. The
remuneration granted to members of the Executive Board for their services is
determined by the Supervisory Board on the basis of the financial regulations
applicable to all partners, as approved by the General Meeting of Shareholders.

Deloittes Supervisory Board

Includes 3 Internal Members (Who are Shareholders working with the
company)
Majority members are external members . Generally four in numbers
All external members are independent members as defined by the
Code
All members of the Supervisory Board are appointed by the General
Meeting of Shareholders on the recommendation of the Supervisory
Board,
No Remuneration is paid to the internal members
Task of Supervisory Board
The realisation of the companys objectives
The strategies pursued by the company and the risks involved
The design and implementation of internal risk management and control
systems
The companys financial reporting process
The companys compliance with laws and regulations

Corporate Communication
All the major decisions taken by executive committee are required to pass
through the supervisory board. Only when the supervisory board approves the
decisions, it would be treatment.

Audit committee
In June 2012, the Dutch auditing professional body (NBA) and a number of major
audit firms, including Deloitte Accountants B.V., signed the Governance Code for
audit firms.
Deloitte introduced a Public Interest Committee pursuant to that Code.
The Public Interest Committee comprises the external members of the
Supervisory Board.

External Auditor
The external auditor is appointed by the General Meeting of Shareholders, on the
recommendation of the Supervisory Board, advised by the Executive Board and
the Audit Committee

Advantage:
All major stakeholders are involved in the decision related to selecting the
external auditors. Hence integrity is maintained in the process ensuring the
process is transparent.
Disadvantage:
Chances of bias in the selection cannot be rejected.

Compensation
Deloitte wont release the compensation for executives.

Corporate Ethics
The following Ethical Principles have been adopted by each of the DTTL Member
Firms, including Deloitte.

Honesty and Integrity

Straightforward and honest in our professional and business relationships.

Truthful about the services we provide, the knowledge we possess, and the
experience we have gained.

 Professional Behavior operate within the letter and the spirit

of applicable laws.
Comply with professional standards and applicable laws and regulations.
Avoid any action that may discredit our firms or our professions.
Strive not only to do what is legal, but also what is right.

Competence We bring appropriate skills and capabilities to

every client assignment.
Public and our clients expect our work to meet high professional standards.
We use due care to ensure that client needs are matched with Deloitte
personnel who have the competence required for their assignments.

Objectivity We are objective in forming our professional

opinions and the advice we give.
Do not allow bias, conflict of interest, or undue influence of others to
override our professional judgments. Address differences of opinion and
handle them constructively and professionally.
Confidentiality We respect the confidentiality of information.
Prohibit disclosure of information to anyone inside or outside our firms
without the legal or professional right to know. Do not misuse information
of our clients, our firms, or our people for personal advantage or for the
benefit of third parties.
Fair Business Practices We are committed to fair business
practices.
Receive fees that reflect the value of services provided and responsibilities
assumed, and are considered fair and reasonable by our clients. Respect
our competitors and do not compete unfairly.
Responsibility to Society We recognize and respect the impact
we have on the world around us.
Take our role in society seriously and do not cause intentional harm.
Support contributions to the communities where we operate.

 Respect and Fair Treatment We treat all our colleagues with

respect, courtesy, and fairness.
Understand the impact that our individual behavior has on our firms, our
colleagues, and society, and always work to take responsible action.
We encourage and value the diverse mix of people, viewpoints, talents,
and experiences found at Deloitte.
We are fair in our behavior and our policies promote equal opportunity for
all.
Accountability and Decision Making We lead by example, using
our shared values as our foundation.
Recognize that we are role models and that we set behavioral
standards for our professions and each other.
Make decisions based on our shared values and expect our leaders
and colleagues to do the same: Integrity
Commitment to each other
Strength from cultural diversity

Code of Conduct
1. Know , Understand and Comply
It is the duty of all firm personnel to know, understand, and comply with
this Code of Ethics and Professional Conduct. Failure to comply with the
Code could result in significant risk to the firm and its people, and will
subject that individual to disciplinary action, up to and including
termination or severance of association.
2. A Duty to Report
The Ethics and Compliance Program is designed to educate and foster an
atmosphere where open communication of ethics and compliance inquiries
and issues is encouraged, and to provide all personnel with a reasonable
understanding of how to identify and report potential violations.
3. Where to go for help and How to report
For assistance with ethics and compliance matters, and to report potential
violations, you should contact your supervisor, or office or regional
function/channel leader.
If they are unable to resolve the issue (or if you are uncomfortable
discussing the issue with them), you should seek assistance from other
parties, such as:
Talent
Regional Compliance Officer
Policy and Compliance Group
Chief Ethics and Compliance Officer of Deloitte LLP
Integrity Helpline

4. Practical Advice: Using the Integrity Helpline

The Integrity Helpline is a confidential, 24-hours-a-day, 365-days-a-year
service you can access from any location. Reports may be made on either
an anonymous or named basis. The Integrity Helpline is administered by a
third party to maintain confidentiality and, when requested, anonymity

Shared Values

Integrity Outstanding value to markets and clients Commitment to

each other Strength
from cultural diversity

Corporate behaviour in public

Integrity

At every level, the people of Deloitte are expected to be honest,

trustworthy, candid, and straightforward in both personal and business
dealings, in accordance with both the letter and the spirit of all applicable
laws and regulations. All personnel are encouraged to exceed the
expectations of clients and each other by seeking to do not only what
is legal, but also what is right. Our commercial ambitions should never be
allowed to overtake professional and ethical responsibilities.
Quality of Work Product
Deloitte believes that reputation is dependent on integrity of quality of
the services provided. Each person is individually responsible for the
quality of the professional services provided

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Truth in Communications
Our people are committed to representing the firm with honesty and
candor. Similarly, it is our policy to communicate facts about our
capabilities, policies, and people accurately and responsibly in
advertisements, sales, marketing, recruiting, and all oth er promotional
materials.
Respect for Competition
We will not pursue any competitive tactic or goal that we believe might
damage our reputation or is inconsistent with our vision for Deloitte to be
recognized as the best in professional services. We do not condone any
attempts to gather competitive information in a deceptive, unlawful, or
inappropriate manner. We honor valid non-compete agreements
(sometimes known as restrictive covenants) of competitors. The restrictive

covenants applicable to existing and former Deloitte personnel are also

strictly enforced.
Records Management
Deloitte maintain all records in accordance with the legal and business
requirements appropriate to our professions. To help preserve the integrity
of the record-keeping and reporting systems, all personnel have an
obligation to know and comply with all current applicable records retention
policies and procedures. These include how data is shared, stored, and
retrieved, and the circumstances under which it may be disposed of.
Anti-Corruption
Deloitte is committed to ethical business conduct in their global
marketplaces and are against corruption in any form. Like all DTTL
Member Firms, Deloitte expects all of its personnel, particularly those
conducting international business, to know, understand, and abide by anticorruption laws applicable to the business they conduct.

Private and individual space

Diversity and Inclusion
Deloitte encourages diverse and inclusive culture . Such a culture directly
supports our mission to help our people and clients excel. The rich mix of
individuals, viewpoints, talents, and experiences found at our firm is
respected and valued.
Deloittes human resources policies aim for the highest standards of
fairness and equal opportunity, covering recruitment and employment,
promotions, team opportunities, and training programs.
Respect and Fair treatment
Personal Relationships
Deloitte takes preventive measure to arise the professional issue from the
personal relationships. Personal relationships must be reported by the
persons involved to the appropriate Regional Function Specific Subsidiary
(FSS) leader or Shared Services Leader (National Leader for individuals in
national roles) and the applicable Regional or National Talent Director to
determine what, if any, notifications or assignment changes need to be
made.
Health, Safety, and the Environment
Use of Social Media
People are expected to abide by basic standards such as safeguarding
confidential information and protecting the Deloitte brand that govern
all Deloitte communications, including those made via online collaboration
tools. In the use of all social media, including personal social media where
you might not be identified as a Deloitte person, you should be mindful of

how you present yourself and treat your audience, as well as perceptions
that can be created by use of social media.

Corporate Social Responsibility

Working in innovative ways with government, non-profit organizations, and civil
society, Deloitte is delivering solutions that contribute to a sustainable and
prosperous future for all.
Corporate Responsibility at Deloitte starts with the shared values that form the
foundation of our culture: integrity, outstanding value to markets and clients,
commitment to each other, and strength from cultural diversity. The focus areas
that make up Corporate Responsibility at Deloitte include Ethics & Compliance,
Talent, Community Involvement, Sustainability, Internal Operations, as well as
the services we provide clients.

Social Impact
Deloitte has come up with the following program.

Deloitte Humanitarian Innovation Program

Through the Deloitte Humanitarian Innovation Program, the professionals of
Deloitte member firms and humanitarian organizations co-create and implement
solutions to the sector's most pressing challenges. By collaborating with local,
national, and international humanitarian leaders combining diverse skills and
expertise we enhance the ability of the sector to prepare for, and respond to,
crises.

Environmental Sustainability
Deloitte works vigorously to advance this agenda with member firm clients.
Deloitte member firms have over 800 dedicated sustainability specialists helping
clients transition to sustainable business models and practices that will deliver
top- and bottom-line financial growth for the long term.
In January 2013, Deloitte's Global and U.S. headquarters at 30 Rockefeller Plaza
in New York was awarded the U.S. Green Building Council's Leadership in Energy
and Environmental Design (LEED) Certification at the Gold level for Commercial

Interiors. LEED certification was a critical consideration when moving into our
new headquarters.
Many member firms also are actively pursuing sustainability initiatives, both
inside and outside their physical office spaces.

Deloitte also observes Impact day. In the impact day everyone at the
nations largest professional services organization is encouraged to set aside
their office duties for the day to volunteer for a non profit organization. Tens of
thousands of Deloitte volunteers are participating in a wide variety of both skillsbased and traditional hands-on projects painting, landscaping, renovating,
and more.
Deloitte is collaborating with the Taproot Foundation to host pro bono Scope-athons in Chicago, Los Angeles, and San Francisco. At these events,
approximately 100 senior executives from a variety of nonprofits will attend
workshops led by Deloitte volunteers that are focused on how to plan and
scope out pro bono projects to maximize their chances for success.
Deloitte helps its communities thrive in three ways:

Leveraging innovative thinking to strengthen nonprofit capacity by

helping with strategic, operational and financial challenges, so nonprofits
can help more people and communities faster and better.
Complementing innovative thinking with an investment of financial
resources at the national and regional level.
Creating and sharing new research, content and insights on ways
organizations can leverage skills-based volunteerism .

360 Degree Feedback

Customer
IVendors
n vestor

AUDIT OF CG ACTIVITIES AND INITIATIVES

The Audit Committee (AC) supports the Supervisory Board in fulfilling its
oversight responsibilities with respect to the external reporting of the firm,
financial control and risk management, the internal audit and the engagement
with the external auditor. The AC held six meetings during the in financial year
and has reported its findings and comments to the full Supervisory Board during
the regular meetings of the Board.

The CFO/COO, the Controller and the Internal Auditor attended all AC meetings..
The AC also met with the external Auditor, in private sessions, without Executive
Board Members or staff attending.
ACCOUNTABILITY AND DECISION MAKING:
Decisions taken are based on shared values.

Integrity

Outstanding value to markets and clients

Commitment to each other

Strength from cultural diversity

Prejudice, bias, conflict of interest, or undue influence of others must

not be allowed to override objective professional or business judgment.
Commercial ambitions should never be allowed to overtake professional
decisions.

EMPLOYEE WORK CULTURE:

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Employees are most important for a company. They work best in a culture of
trust. Deloitte fosters promotes such culture.

HONESTY AND TRUST:

All employees are expected to perform their jobs with integrity and to
conduct themselves ethically at all times.
Honesty in the commitments to, and dealings with, each other is
essential.it is necessary for all employees to accurately and honestly
account to each other for time worked and expenses incurred (in
accordance with Deloitte policy) for both internal as well as for clientrelated activities.

DIVERSITY AND INCLUSION:

Deloitte fosters a diverse and inclusive culture. Such a culture increases

productivity and helps employees to excel in their field of work.
Human resources policies aim for the highest standards of fairness and
equal opportunity, covering recruitment and employment, promotions,
team opportunities, and training programs.

Deloitte is an equal opportunity employer and recruits, employs, trains,

compensates, and promotes high-quality, competent, and responsible
people without any bias to race, religion, creed, color, citizenship, national
origin, age, sex, gender etc.

RESPECT AND FAIR TREATMENT:

Unlawful discrimination, offensive behavior , physical/verbal

harassment/abuse by personnel agents or clients is not tolerated.
Providing a safe, healthy, and productive work environment is a priority.
CONSULTATION:

Deloitte is committed to consultative culture.

Frequent consultation within office and with respect to industry resources
is encouraged. It helps in bringing about differed view points.
All the points are seen with open mindedness and bringing in innovative
ideas is encouraged.
PERSONAL RELATIONSHIPS:

Personal relationships, romantic or otherwise, may exist or develop

between two people
Employed by the organization. These can create conflict of interest issues
between employees, or in minds of clients. These types of relationships
may occur and appropriate notification or assignment steps may need to
be taken to prevent such relationships from resulting in a professional
issue for the organization or the individuals involved.
Such relationships must be reported by the persons involved to the
appropriate Regional
Function Specific Subsidiary (FSS) leader or Shared Services Leader
(National Leader for individuals in national roles) .
HEALTHY,SAFETY AND ENVIRONMENT:
Deloitte is committed in providing a safe working environment for all personnel. Clients
as well as the general public expect our organizations personnel to provide quality,
professional services while being free from the effects of drugs, alcohol, or other
substances that may hinder job performance or judgment.
On occasion, there may be events where management approves the serving of alcoholic
beverages. In these cases, all appropriate liquor laws must be followed.
The workplace should be free from violent and abusive behavior
Also any threats/ offensive behavior will not be tolerated.

COMMUNICATION SYSTEMS

Communications systems, include computers, electronic mail, intranet and

Internet access, instant messaging, telephones, voice mail, conferencing
systems, and paper documents are the property of Deloitte or its subsidiaries
and are to be used primarily for business purposes.

USE OF DELOITTE ASSETS:

Use of assets for unlawful, individual profits or unethical practices is
prohibited.\
Information technology, intellectual property (e.g., copyrights, patents,
and trademarks), facilities, equipment, machines, software, and cash may
be used for business purposes only.

This Code is not intended to cover every questionable situation or dilemma that you may
encounter. Rather, it is intended to provide a perspective to guide thinking.
WHISTLE BLOWER:
These procedures are designed to ensure fullest observation of the
companys business principles and procedures.
In addition it also satisfies the non-mandatory provisions of the revised
clause 49 of listing agreement with stock exchanges for companies to
institute a whistleblower mechanism and empowers audit committee to
review the functioning of the mechanism.
It follows an effective mechanism and supportive environment to
encourage employees to voice complaints and have them properly
investigated and resolved.
Employee Hotline provides for anonymous submission of complaints.
Operated by third party professionals, 24 hours per day, 7 days per week
Available to all employees- domestic and international
Established protocol for timely investigation and complaint resolution
Chief Compliance Officer oversees the Hotline program and complaint
resolutions.
OPEN DOOR POLICY:
Effective tone at the top message encourages as well require employees to report suspected
wrongful behavior:
Established cultural contract
Effective code of conduct
Visible support by CEO/senior management

HR Policies and procedures:

DEFINE VALUE: Understand customer needs, market forces. Align them with resource and
workforce planning. Plan impact on workforce growth.
Understand impact on governance, compliance and risk management.
ALIGN HR SERVICES: Determine the most effective ways to attract, motivate, develop, and
retain new and existing talent given the business environment

. Develop guidelines for

governance, compliance and risk mitigation. Design and implement HR solutions for every
phase of the workforce life cycle, from recruiting to retirement

DELIVER VALUE: Define specific roles, governance mechanisms, and delivery

options. Conduct a skills analysis and develop training and recruiting plans to fill
any critical gaps. Conduct a skills analysis and develop training and recruiting
plans to fill any critical gaps.

RISK MANAGEMENT
Risk governance
. The board understands and appropriately monitors the companys strategic,
operational, financial, and compliance risk exposures, and it collaborates with
management in setting risk appetite, tolerances, and alignment with strategic
priorities.
The executive board actively manages strategic, compliance, financial and
operational risks.

They ensure that all adequate risk management and control mechanisms in
place. All risks should be properly assessed and managed.
QUALITY CONTROL FRAMEWORK:
This framework consists of a set of policies, established business processes, assigned roles,
responsibilities and tasks, guides behavior and monitors activities to enable the company to
achieve its objectives, while minimizing the potential for errors, sustaining losses, committing or
becoming a victim of fraud, or violating any laws and regulations. Through this framework,
Deloitte consistently analyzes and evaluates internal risk management and control systems.
RISK
Reputation

DESCRIPTION
Trust is key attribute for
reputation of a brand. Client
trust create successful and
sustainable impact on
their business.

RISK MITIGATION

Talent

It is a key resource in a business. The

ability to attract, develop and retain the
best talent is crucial.

Investing in employer branding through

innovative recruiting websites.
Development talent strategy focusing
on offering an attractive talent
Proposition.

Economy

The past five years have demonstrated

the impact the economy
can have on any business . Still the
economy is volatile.

Cost reduction programs and

experience has made this company
less vulnerable to economic volatility.
Investing significantly create new
profitable business propositions.

Competitor moves

Competitors can affect business

in terms of technology, new
unknown competitors can
disrupt business.
Cyber threat to data and
network is real, because of
client confidential information
present.

Establishing corporate strategy

business to measure
competitive landscape.

Cyber security

CORPORATE GOVERNANCE:

Quality control systems, a compliance

program and strict client
acceptance and quality control
processes. Also shared values like
integrity, commitment etc. are
encouraged among employees.
External communication
on major events or issues is
centralized to manage reputation
effectively.

Awareness is the best way to

mitigate this, dedicated security
operating Centre (SOC) has a direct
line to the National Response Team
(NRT).

Good corporate governance is essential to ensuring economic growth in a global economy.

Corporate governance is not only a matter of rules and regulations, but of quality of
management, transparency, accountability and integrity. Adherence to a code that governs these
areas is essential to ensuring that an organization is managed in the best interests of its
stakeholders. In addition to an extensive programme with its own policies, Deloitte follows the
principles of the Code wherever possible and in addition to applicable Dutch Civil Law. This
guarantees the ethical integrity of its actions both internally and with regard to its stakeholders.

DEVIATIONS FROM DUTCH CIVIL CODE:

In its supervisory board, Deloitte includes three internal members( shareholders in the company).
All members of the Supervisory Board are appointed by the General Meeting of Shareholders on
the recommendation of the Supervisory Board, according to the procedures given in the Articles
of Association.
EXECUTIVE BOARD:
It is responsible for responsible for creating a strategic and policy framework and objectives. It
directly reports to supervisory board. The members of the Executive Board are appointed for a
period of no more than four years.