S a m a s2 0 0 82 0 0 9Internal risk management andcontrol systems<strong>Samas</strong>’ Executive Board is responsible for ensuringthat the design and operation of the Group’s internalrisk management and control systems are bothappropriate and effective.The objective of these systems is to manage, ratherthan eliminate, the risk of failure to achieve businessobjectives. Accordingly, they can only provide reasonable,but not absolute, assurance against materialmisstatement or loss.As required by best practice provision II.1.5 of theDutch Corporate Governance Code and on the basisof the above and the explanations contained in theRisk management and risk control section in thisannual report on page 10, the Executive Boardbelieves the internal risk management and controlsystems provide reasonable assurance that thefinancial statements do not contain any materialinaccuracies. In the financial year <strong>2009</strong>/<strong>2009</strong>, <strong>Samas</strong>’risk management and control systems functionedeffectively.24Statement of the Executive BoardIn accordance with Article 5:25c of the FinancialSupervision Act (Wet op het financieel toezicht),the Executive Board declares to the best of its knowledgethat the financial statements of the financialyear <strong>2008</strong>/<strong>2009</strong> give a true and fair view of the assets,liabilities, financial position and results of <strong>Samas</strong> N.V.and the companies jointly included in the consolidation.The annual report includes a fair review of thesituation on the balance sheet date, the developmentsduring <strong>Samas</strong> N.V.’s financial year under reviewand its related companies whose details have beenincluded in its <strong>2008</strong>/<strong>2009</strong> financial statements.The <strong>2008</strong>/<strong>2009</strong> <strong>Annual</strong> <strong>Report</strong> describes all materialrisks to which <strong>Samas</strong> N.V. is exposed.Executive BoardCarl-Christoph Held, CEOHouten, 29 July <strong>2009</strong>
<strong>Report</strong> by the Supervisor y BoardTo the shareholders of <strong>Samas</strong> N.V.,<strong>Annual</strong> accounts <strong>2008</strong> /<strong>2009</strong>We hereby submit the annual accounts and reportfor the financial year <strong>2008</strong>/<strong>2009</strong> as presented by theExecutive Board and approved by us. These accountscomprise the following:- Consolidated balance sheet as at 31 March <strong>2009</strong>- Consolidated profit and loss account for the financialyear ended 31 March <strong>2009</strong>- Consolidated statement of cash flow for the financialyear ended 31 March <strong>2009</strong>- Company balance sheet as at 31 March <strong>2009</strong>- Company profit and loss account for the financial yearended 31 March <strong>2009</strong>- Notes to the accounts.These annual accounts have been examined byPricewaterhouseCoopers Accountants N.V. whichhave given their auditor’s report (see page 91). Accordingly,at the <strong>Annual</strong> General Meeting of shareholdersto be held on 31 August <strong>2009</strong> we will propose adoptionof the annual accounts.DividendGiven the significant financial loss, <strong>Samas</strong> will notdistribute a dividend over the financial year underreview. Following the divestment of the German andCentral & Eastern European operations announced1 July <strong>2009</strong>, <strong>Samas</strong> has been reduced to a listed holdingcompany with no operating activities.No future payments to shareholders are foreseen.Super vision and advice by the Super visor y BoardIn the context of its supervisory and advisory function,the Supervisory Board met ten times during thepast year, either in person or by teleconference.The Supervisory Board also met regularly without thepresence of the Executive Board. In the financial yearunder review, special efforts were undertaken by theSupervisory Board, and more intensively by its AuditCommittee, to improve cash flow and financing, aswell as to stabilise the operational performance ofthe Group. We hereby also refer to the paragraphRisk management and risk control for more detailswith regard to the agenda for the financial year underreview.Furthermore, the agenda featured regular items suchas strategic policy, financing of the company,the operational plan, acquisitions and divestments,risk analysis and risk management and controlsystems, market developments and progress reports,the annual accounts and corporate governance.In addition, there were further discussions relatingto Group strategy including methods to introduceincreased outsourcing and the policy on marketingand product development. Furthermore, considerableattention was paid to policy relating to managementdevelopment. With regard to the latter, among otherissues, the composition, evaluation and employmentconditions of the Executive Board were discussed.Change in the composition of the Executive BoardMr Coen van der Bijl, who was appointed asChief Executive Officer, as a statutory directorand member of the Executive Board in 2007,stepped down effective 1 January <strong>2009</strong>.He was succeeded as Chief Executive Officerby Mr Carl-Christoph Held, who was already(as a statutory director) on the Executive Board.Strategic optionsIn March <strong>2008</strong>, <strong>Samas</strong> concluded its study of strategicoptions. The outcome resulted in a strategy for <strong>Samas</strong>aimed at further building and growing its businessin its key regions: the Benelux, Germany and Central& Eastern Europe, in order to establish the requiredreturn to sustainable profitability. As a result of thedivestment of the French business, <strong>Samas</strong> created aslimmed down, more sound and focused organization.At that moment, the disposal of the Frenchoperations allowed for a faster return to profitability,as management attention and free cash flow could bemore clearly directed to a smaller number of regions,each with a higher potential for improvement.Recognizing the risks related to the current economicenvironment and given the cyclical nature of theoffice furniture business, which were starting to adverselyaffect our business, at first mainly in the largeproject segments, where investment decisions tendto take longer, management continued to be cautiousand alert. The continuing tightness of the financialhousehold emphasised the need for a simpler, smallerand more focused <strong>Samas</strong>.S a m a s2 0 0 82 0 0 925