#####  

##### **Exhibit 14.1**

 

**AUDITCOMMITTEE CHARTER (1)**

**BUHRMANN NV**

 

 

----

(1)  ThisCharter was adopted for the first time in the Supervisory Board meeting of 24 June 2003and amended in the Supervisory Board meeting of 10 December 2004.

 

----

 

**0.****            ****INTRODUCTION**

 

0.1           This Charter has been drawn up by theSupervisory Board pursuant to clause 5 of the By-Laws of the Supervisory Board.

 

0.2           The Audit Committee is a standing committee ofthe Supervisory Board.

 

0.3           Certain capitalised or uncapitalised termsused but not defined in this Charter have the meanings given to them in theBy-Laws of the Supervisory Board and the List of Definitions attached to theseBy-Laws as Annex 1.

 

**1.****            ****COMPOSITION**

 

1.1           The Audit Committee shall consist of at leastthree members and each member of the Audit Committee shall be a member of theSupervisory Board.

 

1.2           The members of the Audit Committee shall beappointed by the Supervisory Board.

 

1.3           Members of the Audit Committee shall serveuntil the earlier of:

 

(a) the terminationof their membership of the Supervisory Board;

 

(b) the terminationof their membership of the Audit Committee at any time by the SupervisoryBoard; or

 

(c) their resignationfrom the Audit Committee.

 

1.4           The Supervisory Board shall appoint one of themembers of the Audit Committee as the chairman of the Audit Committee. TheAudit Committee shall not be chaired by the Chairman of the Supervisory Boardor by a former Executive Board member. (2)

 

1.5           The Audit Committee shall be delegatedauthority by the Supervisory Board only with respect to issues specificallyspecified in this Charter or required by law and applicable listing rules andon any other issues as the Supervisory Board may specifically decide from timeto time. The Audit Committee may only exercise such powers as are explicitlyattributed or delegated to it by the Supervisory Board and may never exercisepowers beyond those exercisable by the Supervisory Board as a whole.

 

1.6           Neither this Charter nor any activity of theAudit Committee shall release the Supervisory Board, the Executive Board andthe External Auditor from their duties and responsibilities. In carrying outits function, the Audit Committee is not providing any expert or specialassurance as to the Company’s financial statements or compliance with laws andregulations, or any professional certification as to the External Auditor’swork.

 

1.7           TheCompany Secretary shall act as secretary to the Audit Committee. The CompanySecretary may delegate his duties, or parts thereof, under this Charter, to adeputy appointed by him in consultation with the chairman of the AuditCommittee.

 

----

(2)  Dutch Corporate Governance Code,best practice provision III.5.6.

 

----

 

**2.****             INDEPENDENCE AND QUALIFICATIONS OF MEMBERS**

 

2.1           Eachmember shall be independent in accordance with clause 1.4 of the By-Laws of theSupervisory Board, as amended from time to time, at the time of appointment,reappointment and at any time while serving as a member of the Audit Committee.(3)

 

2.2           Inthe event that a member of the Audit Committee is or becomes aware of anycircumstance which may reasonably impair or affect his independence or theperception of his independence, he will inform the Audit Committee thereofpromptly. The Audit Committee shall consult with the Supervisory Board in orderto determine whether there is sufficient cause for resignation from, ortermination of, the membership of the Audit Committee.

 

2.3           TheSupervisory Board may grant to not more than one member of the Audit Committeespecific exemptions from the independence requirements referred to in paragraph2.1 to the extent that any such exemptions are compatible with applicable lawand listing requirements. Any such exemptions will be disclosed in the AnnualReport.

 

2.4           Eitherat least one member of the Audit Committee shall be an “audit committeefinancial expert”, or the Company shall disclose in its Annual Report thereasons why not at least one member of the Audit Committee is an auditcommittee financial expert. An audit committee financial expert is a person whohas relevant knowledge and experience of financial administration andaccounting for listed companies or other large entities, including in any eventthe following attributes (4):

 

•  an understanding of Dutchgenerally accepted accounting principles as well as International FinancialReporting Standards and financial statements;

 

•  the ability to assess thegeneral application of such principles in connection with the accounting forestimates, accruals and reserves;

 

• experience in preparing, auditing, analysing orevaluating financial statements that present a breadth and level of complexityof accounting issues that are generally comparable to the breadth andcomplexity of issues that can reasonably be expected to be raised by theCompany’s financial statements, or experience actively supervising one or morepersons engaged in such activities;

 

•  an understanding of internalcontrols, risk management and procedures for financial reporting; and

 

•  an understanding of auditcommittee functions.

 

The Supervisory Board shall determine on thebasis of all available facts and circumstances which member, if any, of theAudit Committee qualifies as an audit committee financial expert.

 

----

(3)  Dutch Corporate GovernanceCode, best practice provision III.5.1.

(4)  Dutch Corporate GovernanceCode, best practice provisions III.5.7 and III.3.2.

 

----

 

**3.****             PURPOSE**

 

3.1           Thepurpose of the Audit Committee is to assist the Supervisory Board in fulfillingits oversight responsibilities regarding:

 

•  the accounting and financialreporting practices, policies and procedures of the Company(5);

 

•  the quality of the Company’sinternal control systems and its risk assessment(6);

 

•  the quality of the Company’sdisclosure controls and procedures(7);

 

•  the integrity of the Company’sfinancial statements;

 

•  theperformance and evaluation (including its independence) and, where appropriate,the reappointment or replacement of the External Auditor(8); and

 

•  any other specific financialissues delegated by the Supervisory Board.

 

**4.****             AUTHORITY**

 

The Audit Committee reports to theSupervisory Board and has unrestricted access and authorisation to obtainassistance from the Company’s staff to accomplish its purpose. In addition, theAudit Committee has the discretion to initiate and supervise investigationswithin the scope of its duties, as it may deem appropriate, including theinspection of any books and records of the Company, and to employ whateveradditional advisors and consultants it deems necessary for the fulfilment ofits duties. The Company shall provide appropriate funding, as determined by theAudit Committee for the payment of any costs involved.

 

**5.****             DUTIES AND RESPONSIBILITIES**

 

5.1           ExternalAuditor

 

The External Auditor is ultimatelyaccountable to the Audit Committee and the Supervisory Board. The oversightresponsibility of the Audit Committee in the area of the External Auditor is toprovide reasonable assurances regarding the External Auditor’s independence,professionalism and efficiency. To accomplish this, the Audit Committee, in accordancewith the Company’s policy regarding external auditor independence and services(“the External Auditor Policy”), will provide oversight of the external auditcoverage, including:

 

•recommendation,jointly with the Executive Board, to the Supervisory Board regarding thenomination by the Supervisory Board to the General Meeting of Shareholders forthe appointment of the External Auditor in accordance with the articles ofassociation of the Company and the External Auditor Policy;

 

----

(5)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (b).

(6)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (a).

(7)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (a).

(8)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (f).

 

----

 

•reporting to theSupervisory Board, jointly with the Executive Board, of the development of therelationship of the Audit Committee and the Executive Board with the ExternalAuditor, including the assessment of its independence (taking into account theExternal Auditor’s annual statement regarding his independence, thedesirability of rotating the responsible audit partners of the External Auditorand the desirability of the External Auditor providing both audit services andnon-audit services to the Company)(9);

 

•thoroughassessment, jointly with the Executive Board, of the External Auditor’sperformance at least once every four years(10);

 

•review of theExternal Auditor’s proposed audit scope, approach and fees and actual fees foraudit services, audit related services and non-audit services as defined in theExternal Auditor Policy;

 

•co-ordinationwith the internal audit function;

 

•recommendationsto the Supervisory Board regarding the resolving of conflicts of interests andpotential conflicts of interests between the External Auditor and the Company;and

 

•pre-approve theengagement of the External Auditor’s audit and non-audit services in accordancewith the External Auditor Policy.

 

The Audit Committee shall review the ExternalAuditor’s group management letters (the group “Client Service Report”) andjudge if appropriate action is being taken with respect to the recommendationsand observations made therein.(11)

 

The Audit Committee shall discuss with theExternal Auditor the report that the External Auditor is required to make tothe Audit Committee under Clause 10 of the External Auditor Policy.

 

The Audit Committee shall act as theprincipal contact for the External Auditor if he discovers irregularities inthe content of the financial reports.(12)

 

**5.2****          Accounting principles**

 

The responsibility of the Audit Committee inthe area of accounting principles is to discuss with the Executive Board, theinternal auditor and the External Auditor the impact of any material change inaccounting principles and policies as well as the reasons for the change andany other major issues regarding accounting principles and policies. The AuditCommittee also will discuss significant regulatory changes in accounting andreporting standards proposed by national, international and foreign regulatoryagencies.

 

----

(9)  Dutch Corporate GovernanceCode, best practice provision V.2.2.

(10)  Dutch Corporate GovernanceCode, best practice provision V.2.3.

(11)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (c).

(12)  Dutch Corporate GovernanceCode, best practice provision III.5.5

 

----

 

**5.3****          Accounting practices and financial reporting**

 

The oversight responsibility of the Audit Committee inthe area of financial reporting and accounting practices is to providereasonable assurances that financial disclosures made by the Executive Boardaccurately portray the financial condition, results of operations, cash flows,plans and long-term commitments of the Company. To accomplish this the Audit Committee will review and discuss thequarterly reports and the Annual Report, including Management Discussion andAnalysis and the financial statements with the Executive Board and the ExternalAuditor. The review and discussion include:

 

•significantjudgements and estimates made by the Executive Board;

 

•significantreporting or operational issues identified during the reporting period,including how they were resolved;

 

•materialadjustments to the financial statements proposed by the External Auditor; and

 

•therobustness of essential accounting and reporting processes.

 

The Audit Committee shall regularly report tothe Supervisory Board on the Annual Report, the Annual Accounts, and thequarterly figures. The Annual Accounts and the Annual Report for the year justended shall be discussed in a meeting with the Supervisory Board within fivemonths of this year end. The quarterly accounts of the Company for therespective period just ended shall be discussed in a meeting of the ExecutiveBoard with the Supervisory Board within two months of the end of this period.

 

**5.4****          Internal control and risk assessment**

 

The oversight responsibility of the AuditCommittee in the area of internal risk management and control systems is toassure that the risks the Company is exposed to are understood and areeffectively dealt with by appropriate internal risk management and controlsystems. The Audit Committee will discuss policies with respect to riskassessment and risk management, i.e. discuss with the Executive Board theCompany’s significant financial risk exposures and the action the ExecutiveBoard has taken to limit, monitor or control such exposures.

 

The Audit Committee will evaluate whether theCompany is fostering an appropriate control culture. It will consider how theExecutive Board addresses business control including the security and integrityof its key processes and information and communication technology(13).It will review major issues as to the adequacy of the Company’s internal controlprocedures, including any assessment of the External Auditor and the internalaudit function, and any special arrangements adopted or proposed to be adoptedby the Executive Board in light of material control deficiencies.

 

----

(13)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (h).

 

----

 

**5.5****          Internal audit function(14)**

 

The oversight of the internal audit functionis to assure that internal auditors can and will carry out their function in anadequate and effective manner. To accomplish this theAudit Committee will:

 

•review and discuss significantinternal audit findings;

 

•reviewing internal audit’s annualsummary of reports; and

 

•assess the Executive Board’sresponse to significant weaknesses, compliance deficiencies issues related tothe level of control in the Company.(15)

 

**5.6****          Legalmatters and tax planning**

 

The Audit Committee will evaluate anysignificant legal matters that may have a material effect on the financialstatements, including material notices to or inquiries received fromgovernmental agencies. The Audit Committee also will review and discuss anymaterial tax issue and/or litigation. The Audit Committee will furthermoresupervise the activities of the Executive Board with respect to the policy ofthe Company on tax planning.(16)

 

**5.7****          Compliance**

 

The Audit Committee will provide oversight ofthe Company’s compliance with the management charter of the Company, includingthe Buhrmann Business Principles and Code of Ethics:

 

•reviewing results of auditing orother monitoring programs designed to prevent or detect violations of laws orregulations;

 

• reviewing corporate policies relating to compliancewith laws and regulations, ethics, conflict of interest and the investigationof misconduct or fraud; and

 

•reviewing significant cases ofemployee conflict of interest, unethical or illegal conduct.

 

**5.8****          Significantdisagreement**

 

The Audit Committee will evaluate and reviewany significant disagreement among the Executive Board and the External Auditoror the internal audit department in connection with the preparation of thefinancial statements and/or the quality of its internal risk management andcontrol systems.

 

**5.9****          Fraud**

 

The Audit Committee will review with theExecutive Board any information coming to their attention indicating that afraud has or may have occurred or any other illegal act that could have amaterial effect on the Company’s financial statements.

 

----

(14)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (d)

(15)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (c)

(16)  Dutch Corporate GovernanceCode, best practice provision III.5.4 (e)

 

----

 

**6.****             WHISTLE BLOWERS**

 

The Audit Committee willestablish procedures for:

 

(a)    thereceipt, retention, and treatment of complaints received by the Companyregarding accounting, internal accounting controls, or auditing matters; and

 

(b)   theconfidential, anonymous submission by employees of the Company of concernsregarding questionable accounting or auditing matters.

 

**7.****             MEETINGS**

 

7.1           TheAudit Committee shall meet at least four times per year (once during eachquarter) such that at least one meeting shall be scheduled before thepublication of the annual and quarterly results of the Company. In addition,the Audit Committee shall meet at times that one or more members of the AuditCommittee deem necessary. In each meeting, at least a majority of the membersof the Audit Committee must be present, in person or by telephone, in order foran official, authorised act of the Audit Committee to be taken.

 

7.2           TheCompany Secretary will keep minutes of each meeting of the Audit Committee. Theminutes of each meeting shall be adopted by the Audit Committee in its firstmeeting following the relevant meeting. The (draft-) minutes of each meeting ofthe Audit Committee shall be sent to the Supervisory Board members.

 

7.3           Noone other than the Audit Committee’s chairman, members and the CompanySecretary is entitled to be present at a meeting of the Audit Committee, unlessotherwise decided by the chairman or a majority of the members of the AuditCommittee. The CEO, the CFO, the director accounting and control, the internalauditor and the External Auditor shall attend meetings of the Audit Committeeunless in the opinion of the chairman of the Audit Committee or a majority ofthe members of the Audit Committee, it is required or appropriate for theperformance of the task of the Audit Committee to have a meeting without theattendance of any or all of these individuals.(17) Notwithstanding the provisionof the preceding sentence, the Audit Committee shall meet at least once a yearwith the External Auditor without the Executive Board being present.(18)

 

**8.****             AMENDMENT AND REVIEW OF CHARTER**

 

This Charter may be amended at any time bythe Supervisory Board and any such amendment shall be effective as of such datedetermined by the Supervisory Board. The Audit Committee may review andreassess this Charter and submit any recommended amendments to the SupervisoryBoard for its consideration.

 

----

(17)  Dutch Corporate GovernanceCode, best practice provision III.5.8.

(18)  Dutch Corporate GovernanceCode, best practice provision III.5.9.

 

----

 

**9.****             MISCELLANEOUS**

 

9.1           Clauses25.3 to 25.6 inclusive of the By-Laws of the Supervisory Board apply by analogyto the Audit Committee, while for the application of this Charter the power ofthe Supervisory Board or the Chairman of the Supervisory Board referred to inthese clauses is considered a power of the Supervisory Board or the Chairman ofthe Supervisory Board.

 

9.2           ThisCharter and the composition of the Audit Committee shall be posted on theCompany’s website.(19)

 

----

(19)  Dutch Corporate GovernanceCode, best practice provision III.5.1.

 

----