**EXHIBIT 11.1**

 

**BUSINESS PRINCIPLES AND CODE OF ETHICS**

 

**As amended and restated on February 27, 2003**

 

1.                                       Buhrmann Companies conduct theirbusiness with honesty, integrity and in accordance with good businesspractices.

 

2.                                       Buhrmann Companies are required tocomply with the applicable governmental laws, rules and regulations and theyrespect the human rights as an absolute and universal standard.

 

3.                                       Buhrmann Companies will employ andassess employees on the sole basis of their ability and qualifications neededfor the function they are asked to perform.

 

4.                                       Buhrmann Companies will exceed therelevant statutory standards which govern the health and safety of employeesand third parties.

Buhrmann Companieswill use their best efforts to provide a positive work environment free ofdiscrimination, harassment and/or intimidation.

 

5.                                       Buhrmann Companies adopt a positiveapproach to the various environmental issues.   Buhrmann Companieswill meet or exceed standards set by environmental laws and regulationsapplicable to its operations.

 

6.                                       Buhrmann Companies believe in doingbusiness with those suppliers who embrace high standards of ethical businessbehaviour, such as observation of applicable laws and regulations, commitmentto the environment and good employment practices.

 

7.                                       Buhrmann management is responsibleto its shareholders for accuracy of the company’s business records, forprotecting company’s assets and for maintaining an open and transparentcommunication with them.

 

8.                                       Personal financial activities or interestsof employees of the Buhrmann Companies shall not conflict with those of thecompany.   Employees are expected to avoid situations in which theirpersonal and financial affairs may be, or have the appearance of being, inconflict with the employee’s obligation to always act in the best interests ofBuhrmann without being influenced by personal considerations.   Anypotential conflict shall be promptly disclosed by the employee to his superior.Employees are prohibited from (a) taking for themselves personallyopportunities that are discovered through the use of corporate property,information or position; (b) using corporate property, information or positionfor personal gain; and (c) competing with the company. Employees owe a duty tothe company to advance its legitimate interests when the opportunity to do soarises.Employees should maintain the confidentiality of information entrusted to themby the company or its customers except when disclosure is authorised orlegally  mandated. Confidential information includes all non-publicinformation that might 

 

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be of use tocompetitors, or harmful to the company or its customers, if disclosed.Eachemployee should endeavour to deal fairly with the company’s customers,suppliers, competitors and employees.   None should take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation misrepresentation of material fact or any other unfair dealingpractice.All employees should protect the company’s assets and ensure their efficientuse. Theft, carelessness and waste have a direct impact on the company’sprofitability. All company assets should be used for legitimate businesspurposes.

 

9.                                       Business decisions by employees ofthe Buhrmann Companies shall not be influenced by factors other than businessconsiderations. Third parties dealing with Buhrmann Companies shall notgain the impression that they can win an advantage by giving business giftsand/or extending other favours to individuals.The soliciting and accepting of bribes in any form are unacceptable practicesand shall result in immediate dismissal.

 

10.                                 Buhrmann Companies shall not,directly or indirectly, offer, promise, give a bribe or other undue advantageto obtain or retain business or other advantage.

 

11.                                 Community involvement isencouraged; donations of time and support to charities will vary dependingupon the size of the company concerned.However, Buhrmann Companies shall not make payments to political parties andorganisations or to their representatives.

 

12.                                 Buhrmann accounting records andsupporting documents must accurately describe and reflect the nature of theunderlying transactions.No undisclosed or unrecorded account, fund or asset shall be established ormaintained.

13.                                 Buhrmann management is responsiblefor a full, fair, accurate, timely and understandable disclosure of allmaterial facts in public documents filed with governmental and regulatorybodies (such as Euronext/AFM and SEC) by the Company and in other publiccommunications by the Company.

 

14.                                 Buhrmann employees have an absoluteduty to refrain from trading in Buhrmann securities  when they havepossession of material non-public information concerning the Company and theyare bound to the Buhrmann  rules and statutory requirements concerninginside information.Buhrmann employees shall not trade the securities of any corporation with whichthe Company is involved in negotiations to acquire the shares or assets of suchcorporation or to enter into a material business transaction which, ifconsummated, would have a material effect on the value of the securities ofthat corporation if such transaction was disclosed to the public.

 

15.                                 All employees have a duty to reportviolations of laws, rules, regulations or this code of business principles andethics to the Company Secretary. The identity of the reporting employee shallbe kept in strict confidence. No retribution or retaliation shall be takenagainst any Buhrmann employee who has reported an 

 

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alleged violationof the business principles, or who provides information or assistance in asecurities fraud investigation or proceeding. The same applies withrespect to any employee who makes any complaint regarding accounting, internalaccounting controls or auditing matters.   These complaints may bemade to the Company Secretary or to the Chairman of the Audit Committee.An employee who violates these business principles shall be subject to promptdisciplinary action by the Company which may include reporting to the relevantauthorities and termination of employment.

16.                                 Buhrmann Management - at all levels- is responsible, within their spheres of influence, for supervising compliancewith Buhrmann’s Management Charter, including the Business Principles andAuthority Limits. Once a year Management is required to confirm in writing thatthey have complied with Buhrmann’s Management Charter.

 

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