ANNUAL REPORT

BOARD COMMITTEES
The RHJI Board of Directors has created the following Board Committees : the Audit and Compliance Committee, the Nomination and
Remuneration Committee and the Investment and Strategy Committee. The Board of Directors has adopted formal charters for such
committees. Amendments to key principles with respect to the composition and core tasks of such committees, as set out in their
respective charters, may be made by the Board of Directors.
AUDIT AND COMPLIANCE
COMMITTEE
The Audit and Compliance Committee must consist of at least
three non-executive directors, all of whom must be independent
and none of whom may be the Chairman of the Board of
Directors. Directors may be appointed to the Audit and
Compliance Committee for terms of up to three years and may
be re-appointed.
The Audit and Compliance Committee’s role is to assist and
advise the Board of Directors regarding, among others, (i) the
quality and integrity of RHJI’s financial statements, (ii) the
relationship with RHJI’s statutory auditor, (iii) risk management,
(iv) compliance with legal and regulatory requirements, (v)
compliance with internal codes of conduct and other policies and
(vi) potential conflicts of interests of Mr. Collins (see section
“Mr. Collins as Director and Chairman of the Investment and
Strategy Committee”).
The Audit and Compliance Committee currently consists of
Messrs. Sillem, König and Makihara.
During the fiscal year ended March 31, 2009, the Audit and
Compliance Committee held six meetings. Major topics
considered by the Committee during the fiscal year were:
financial statements and reports relating to the fiscal years
ended March 31, 2008 and 2009, risk management systems and
controls, relationship with the statutory auditor, reporting
framework in accordance with new Belgian requirements and
renewal of the waiver granted to Mr. Collins as then co-Chief
Executive Officer with respect to his outside activities and under
the Code of Business Conduct and Ethics for the period
beginning on February 20, 2008 until February 28, 2009 (see
below). Committee members attended all meetings of the Audit
and Compliance Committee during the fiscal year except that
Mr. Makihara did not attend one meeting.
NOMINATION AND REMUNERATION
COMMITTEE
The Nomination and Remuneration Committee must consist of
at least three non-executive directors, a majority of whom must
be independent. Directors may be appointed to the Nomination
and Remuneration Committee for terms of up to three years and
may be re-appointed (but no member of the Committee shall
serve for consecutive terms collectively exceeding nine years).
The Nomination and Remuneration Committee’s role is to assist
and advise the Board of Directors regarding, among others, (i)
the size and composition of, and appointment to, the Board of
Directors, (ii) the size and composition of, and appointment to,
the committees of the Board of Directors, (iii) appointment of
members of senior management and (iv) the remuneration
policy, evaluation and strategy for directors and personnel.
The Nomination and Remuneration Committee currently
consists of Messrs. Daniel, Döpfner and Makihara.
During the fiscal year ended March 31, 2009, the Nomination and
Remuneration Committee held 4 meetings. Major topics
considered by the Committee during the fiscal year were: senior
management compensation and long-term incentives and
appointment of Board members. Committee members attended
all meetings of the Nomination and Remuneration Committee
during the fiscal year.
The Belgian Code on Corporate Governance recommends the
establishment of an internal audit function. An experienced
internal audit professional based in the Tokyo office provides
guidance and support to the Company’s portfolio company
operations in Japan. Currently, the internal audit activities do
not cover Honsel, but the Audit and Compliance Committee will
continue to monitor the Company’s internal audit function based
on the Company’s evolving size and needs.
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