Exhibit 15.1  AUDIT COMMITTEE CHARTER(1)  BUHRMANN NV  
 (1)This Charter was
adopted for the first time in the Supervisory Board meeting of 24
June 2003 and amended in the Supervisory Board meeting of 12
April 2007.  1


0.INTRODUCTION  0.1This
Charter has been drawn up by the Supervisory Board pursuant to clause 5 of the
By-Laws of the Supervisory Board.  0.2The
Audit Committee is a standing committee of the Supervisory Board with such
powers and responsibilities as are set forth or described herein, subject at
all times to compliance with Dutch law.  0.3Certain
capitalised or uncapitalised terms used but not defined in this Charter have
the meanings given to them in the By-Laws of the Supervisory Board and the List
of Definitions attached to these By-Laws as Annex 1.  1COMPOSITION  1.1The
Audit Committee shall consist of at least three members and each member of the
Audit Committee shall be a member of the Supervisory Board.  1.2The
members of the Audit Committee shall be appointed by the Supervisory Board.  1.3Members
of the Audit Committee shall serve until the earlier of:  (a)the
termination of their membership of the Supervisory Board;  (b)the
termination of their membership of the Audit Committee at any time by the
Supervisory Board; or  (c)their
resignation from the Audit Committee.  1.4The
Supervisory Board shall appoint one of the members of the Audit Committee as
the chairman of the Audit Committee. The Audit Committee shall not be chaired by
the Chairman of the Supervisory Board or by a former Executive Board member.(2)  1.5The
Company Secretary shall act as secretary to the Audit Committee. The Company Secretary
may delegate his duties, or parts thereof, under this Charter, to a deputy appointed
by him in consultation with the chairman of the Audit Committee.  
 (2)
  Dutch Corporate Governance
  Code, best practice provision III.5.6.  2


2.INDEPENDENCE
AND QUALIFICATIONS OF MEMBERS  2.1Each
member shall be independent in accordance with clause 1.4 of the By-Laws of the
Supervisory 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)  2.2In
the event that a member of the Audit Committee is or becomes aware of any
circumstance which may reasonably impair or affect his independence or the
perception of his independence, he shall inform the Audit Committee thereof
promptly. The Audit Committee shall consult with the Supervisory Board in order
to determine whether there is sufficient cause for such member to be replaced
on the Audit Committee.  2.3The
Supervisory Board may grant to not more than one member of the Audit Committee specific
exemptions from the independence requirements referred to in paragraph 2.1 to
the extent that any such exemptions are compatible with applicable law and
listing requirements. Any such exemptions shall be disclosed in the Annual
Report.  2.4Either
at least one member of the Audit Committee shall be an audit committee
financial expert, or the Company shall disclose in its Annual Report the
reasons why the Company does not have an Audit Committee financial expert on
the Audit Committee. An audit committee financial expert is a person who has
relevant knowledge and experience of financial administration and accounting
for listed companies or other large entities, including in any event the
following attributes(4):  ·an
understanding of Dutch generally accepted accounting principles as well as
International Financial Reporting Standards and financial statements;  ·the
ability to assess the general application of such principles in connection with
the accounting for estimates, accruals and reserves;  ·experience
in preparing, auditing, analysing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Companys financial statements, or
experience actively supervising one or more persons engaged in such activities;  ·an
understanding of risk management and internal controls over, and procedures for
financial reporting; and  ·an
understanding of audit committee functions.  The
Supervisory Board shall determine on the basis of all available facts and
circumstances and in accordance with applicable law which members, if any, of
the Audit Committee qualify as audit committee financial experts.  
 (3)
  Dutch Corporate Governance
  Code, best practice provision III.5.1.(4)
  Dutch Corporate Governance
  Code, best practice provisions III.5.7 and III.3.2.  3


3.PURPOSE  3.1The
purpose of the Audit Committee is, to the extent permitted by Dutch Law, to
assume the oversight responsibilities of the Supervisory Board regarding:  ·the
accounting and financial reporting practices, policies and procedures of the
Company(5);  ·the
quality of the Companys internal control systems and its risk assessment(6);  ·the
quality of the Companys disclosure controls and procedures(7);  ·the
integrity of the Companys financial statements;  ·the
performance and evaluation (including its independence) and, where appropriate,
the reappointment or replacement of the External Auditor(8); and  ·any
other specific financial issues delegated by the Supervisory Board.  4.AUTHORITY  4.1The
Audit Committee shall have such authority as is delegated to it by the
Supervisory Board from time to time, whether it be in this Charter, as required
by applicable law and listing rules or otherwise. Notwithstanding the
above, the Audit Committee may never exercise powers beyond those exercisable
by the Supervisory Board as a whole.  4.2Neither
this Charter nor any activity of the Audit Committee shall release the
Supervisory Board, the Executive Board and the External Auditor from their
duties and responsibilities. In carrying out its function, the Audit Committee
is not providing any expert or special assurance as to the Companys financial
statements or compliance with laws and regulations, or any professional
certification as to the External Auditors work.  4.3The
Audit Committee reports to the Supervisory Board and has unrestricted access
and authorisation to obtain assistance from the Companys staff to accomplish
its purpose. In addition, the Audit Committee has the discretion to initiate
and supervise investigations within the scope of its duties, as it may deem
appropriate, including the inspection of any books and records of the Company,
and to employ whatever additional advisors and consultants, including
independent counsel, it deems necessary for the fulfilment of its duties. The
Company shall provide appropriate funding, as determined by the Audit Committee
for the payment of any compensation to any advisor or consultant employed by
the Audit Committee pursuant to this clause 4 and any ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.  
 (5)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (b).(6)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (a).(7)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (a).(8)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (f).  4


5.DUTIES
AND RESPONSIBILITIES  5.1External
Auditor  The Audit
Committee shall be responsible for the oversight of the External Auditor in
connection with the audit of the Companys financial statements and the
preparation or issuance of an audit report and the performance of any other
audit, review or attest services for the Company, and the External Auditor
shall report directly to the Audit Committee in relation thereto. The oversight
responsibility of the Audit Committee in the area of the External Auditor is to
provide reasonable assurances regarding the External Auditors independence,
professionalism, efficiency and work quality. To accomplish this, the Audit
Committee, in accordance with the Companys policy regarding external auditor
independence and services (the External Auditor Policy), shall provide
oversight of the external audit coverage, including:  (i)recommendation
to the Supervisory Board regarding the nomination by the Supervisory Board to
the General Meeting of Shareholders for the appointment of the External Auditor
in accordance with the articles of association of the Company and the External
Auditor Policy;  (ii)reporting
to the Supervisory Board of the development of the relationship of the Audit
Committee and the Executive Board with the External Auditor, including the
assessment of its independence (taking into account the External Auditors
annual statement regarding his independence, the requirement or desire to
rotate the responsible audit partners of the External Auditor and the
desirability of the External Auditor providing both audit services and
non-audit services to the Company)(9);  (iii)thorough
assessment of the External Auditors performance at least once every four years(10);  (iv)review
of the External Auditors proposed audit scope, approach and fees and actual
fees for audit services, audit related services and non-audit services as
defined in the External Auditor Policy;  (v)co-ordination
with the internal audit function;  (vi)recommendations
to the Supervisory Board regarding the resolution of conflicts of interests and
potential conflicts of interests between the External Auditor and the Company;
and  (vii)pre-approve
the engagement of the External Auditors audit and non-audit services in
accordance with the External Auditor Policy.  In carrying
out the responsibilities set forth in clauses (i) and (ii) above, the
Audit Committee may take note of the views of the Executive Board. The Audit
Committees recommendations and reports shall, however, be made on an independent
basis.  The Audit
Committee shall review the External Auditors group management letters (the
group Client Service Report) and judge if appropriate action is being taken
with respect to the recommendations and observations made therein.(11)  
 (9)
  Dutch Corporate Governance
  Code, best practice provision V.2.2.(10)
  Dutch Corporate Governance
  Code, best practice provision V.2.3.(11)
  Dutch
  Corporate Governance Code, best practice provision III.5.4 (c).  5


The Audit
Committee shall discuss with the External Auditor the report that the External
Auditor is required to make to the Audit Committee under Clause 10 of the
External Auditor Policy.  The Audit
Committee shall act as the principal contact for the External Auditor if he
discovers irregularities in the content of the financial reports.(12)  The Company
shall provide for appropriate funding, as determined by the Audit Committee,
for payment of the compensation of the External Auditor engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or
attest services.  5.2Accounting
principles  The
responsibility of the Audit Committee in the area of accounting principles is
to discuss with the Executive Board, the internal auditor and the External
Auditor the impact of any material change in accounting principles and policies
as well as the reasons for the change and any other major issues regarding
accounting principles and policies. The Audit Committee also shall discuss
significant regulatory changes in accounting and reporting standards proposed
by national, international and foreign regulatory agencies.  5.3Accounting
practices and financial reporting  The oversight
responsibility of the Audit Committee in the area of financial reporting and
accounting practices is to provide reasonable assurances that financial
disclosures made by the Executive Board accurately reflect the financial
condition, results of operations, cash flows, plans and long-term commitments
of the Company. To accomplish this the Audit Committee shall review and discuss
the quarterly reports and the Annual Report, including Management Discussion
and Analysis and the financial statements with the Executive Board and the
External Auditor. The review and discussion include:  ·significant
judgements and estimates made by the Executive Board;  ·significant
reporting or operational issues identified during the reporting period,
including how they were resolved;  ·material
adjustments to the financial statements proposed by the External Auditor; and  ·the
robustness of essential accounting and reporting processes.  The Audit
Committee shall regularly report to the Supervisory Board on the Annual Report,
the Annual Accounts, and the quarterly figures. The Annual Accounts and the
Annual Report for the year just ended shall be discussed in a meeting with the
Supervisory Board within five months of this year end. The quarterly accounts
of the Company for the respective period just ended shall be discussed in a
meeting of the Executive Board with the Supervisory Board within two months of
the end of this period.  
 (12)
  Dutch Corporate Governance
  Code, best practice provision III.5.5.  6


5.4Internal
control and risk assessment  The oversight
responsibility of the Audit Committee in the area of internal risk management
and control systems is to assure that the risks the Company is exposed to are
understood and are effectively dealt with by appropriate internal risk
management and control systems. The Audit Committee shall discuss policies with
respect to risk assessment and risk management, e.g. discuss with the Executive
Board the Companys significant financial risk exposures and the action the
Executive Board has taken to limit, monitor or control such exposures.  The Audit
Committee shall evaluate whether the Company is fostering an appropriate
control culture. It shall consider how the Executive Board addresses business
control including the security and integrity of its key processes and
information and communication technology(13). It shall review major issues as
to the adequacy of the Companys internal control procedures, including any
assessment of the External Auditor and the internal audit function, and any
special arrangements adopted or proposed to be adopted by the Executive Board
in light of material control deficiencies.  5.5Internal
audit function(14)  The oversight
of the internal audit function is to assure that internal auditors can and will
carry out their function in an adequate and effective manner. To accomplish
this the Audit Committee shall:  ·review
and discuss significant internal audit findings;  ·review
the internal audits annual summary of reports; and  ·assess
the Executive Boards response to significant weaknesses, compliance
deficiencies issues related to the level of control in the Company.(15)  5.6Legal
matters and tax planning  The Audit
Committee shall evaluate any significant legal matters that may have a material
effect on the financial statements, including material notices to or inquiries
received from governmental agencies. The Audit Committee also shall review and
discuss any material tax issue and/or litigation. The Audit Committee shall
furthermore supervise the activities of the Executive Board with respect to the
policy of the Company on tax planning.(16)  5.7Compliance  The Audit
Committee shall provide oversight of the Companys compliance with the
management charter of the Company, including the Buhrmann Business Principles
and Code of Ethics:  
 (13)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (h).(14)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (d).(15)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (c).(16)
  Dutch Corporate Governance
  Code, best practice provision III.5.4 (e).  7


·reviewing
results of auditing or other monitoring programs designed to prevent or detect
violations of laws or regulations;  ·reviewing
corporate policies relating to compliance with laws and regulations, ethics,
conflict of interest and the investigation of misconduct or fraud; and  ·reviewing
significant cases of employee conflict of interest and unethical or illegal
conduct.  5.8Disagreements  The Audit
Committee shall be responsible for resolving any disagreement among the
Executive Board and the External Auditor or the internal audit department in
connection with the preparation of the financial statements and/or the quality
of its internal risk management and control systems and/or the External Auditors
preparation or issuance of an audit report or performance of other audit,
review or attest services.  5.9Fraud  The Audit
Committee shall review any information coming to their attention indicating the
occurrence or potential occurrence of any fraudulent activity or any other
illegal act that could have a material effect on the Companys financial
statements.  6.WHISTLE
BLOWERS  The Audit
Committee shall establish procedures for:  (a)the
receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters; and  (b)the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.  8


7.MEETINGS  7.1The
Audit Committee shall meet at least four times per year (once during each quarter)
such that at least one meeting shall be scheduled before the publication 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 Audit Committee deem
necessary. In each meeting, at least a majority of the members of the Audit
Committee must be present, in person or by telephone, in order for an official,
authorised act of the Audit Committee to be taken.  7.2The
Company Secretary shall keep minutes of each meeting of the Audit Committee.
The minutes of each meeting shall be adopted by the Audit Committee in its
first meeting following the relevant meeting. The (draft-) minutes of each
meeting of the Audit Committee shall be sent to the Supervisory Board members.  7.3The
Audit Committee may invite the CEO, the CFO, the director accounting and
control, the internal auditor and the External Auditor to attend meetings of
the Audit Committee unless in the opinion of the chairman of the Audit
Committee or a majority of the members of the Audit Committee, it is required
or appropriate for the performance of the task of the Audit Committee to have a
meeting without the attendance of any or all of these individuals.(17)
Notwithstanding the above, the Audit Committee shall meet at least once a year
with the External Auditor without the Executive Board being present.(18)  8.AMENDMENT
AND REVIEW OF CHARTER  This Charter
may be amended at any time by the Supervisory Board and any such amendment
shall be effective as of such date determined by the Supervisory Board. The
Audit Committee may review and reassess this Charter and submit any recommended
amendments to the Supervisory Board for its consideration.  
 (17)
  Dutch Corporate Governance
  Code, best practice provision III.5.8.(18)
  Dutch Corporate Governance
  Code, best practice provision III.5.9.  9


9.MISCELLANEOUS  9.1Clauses
25.3 to 25.6 inclusive of the By-Laws of the Supervisory Board apply by analogy
to the Audit Committee, while for the application of this Charter the power of
the Supervisory Board or the Chairman of the Supervisory Board referred to in
these clauses is considered a power of the Supervisory Board or the Chairman of
the Supervisory Board.  9.2This
Charter and the composition of the Audit Committee shall be posted on the
Companys website.(19)  
 (19)
  Dutch Corporate Governance
  Code, best practice provision III.5.1.  10