**Exhibit 11.3**

 

**Compensation,Nominating and Corporate Governance Committee Charter**

 

1.                                       **Purpose**

The Compensation,Nominating and Corporate Governance Committee (hereinafter “the Committee”)shall assist the Supervisory Board of Buhrmann NV:

 

•                  in fulfilling its responsibilities relating to the compensation oftop management;

 

•                  in determining the composition ofthe Executive Board and Supervisory Board;

 

•                  in identifying qualifiedindividuals to become members of the Executive and Supervisory Board;

 

•                  in advising the Executive Board inrespect of developing and implementing the Company’s corporate governanceguidelines;

 

•                  in monitoring the functioning ofthe Executive Board and Supervisory Board.

 

2.                                       **Organisation**

The Committeeshall consist of a minimum of three members, all of which have to beindependent, elected out of the Supervisory Board.

 

3.                                       **Roles and responsibilities**

The Committeeshall have the following authority and responsibilities:

 

1.                     *Compensation*

 

a.               To determine the principles to beapplied in deciding the remuneration to be paid to Buhrmann Executive Boardmembers and to review on an annual basis the corporate goals and objectiveswith respect to compensation for the Chairman (CEO) and members of theExecutive Board and to advise thereon to the full Supervisory Board ofBuhrmann.The Committee shall evaluate at least once a year the performance of theChairman and members of the Executive Board in light of these established goalsand objectives and, based upon these evaluations, shall advise the fullSupervisory Board on their annual compensation, including salary, bonus, optionrights and pension benefits.

 

b.              To review and supervise on anannual basis the evaluation process and compensation structure for theCompany’s top management.

 

c.               To review and approve any schemefor remunerating Buhrmann executives that involve Buhrmann shares, such as theCompany’s incentive stock option plan, and recommend changes in such plan asneeded.

 

----

 

2.               *Nomination*

 

a.               In case of a vacancy to lead thesearch for individuals qualified to become members of the Supervisory Boardtaking into account part 2 of the Rules and Regulations of the SupervisoryBoard respectively Executive Board, and to select candidates for presentationto the Supervisory Board which shall decide on a nomination proposal to besubmitted to the general meeting of shareholders.The Committee shall select individuals as Board member nominees who shall havethe highest personal and professional integrity, who shall have demonstratedexceptional ability and judgement and who shall be most effective, inconjunction with the other Board members in collectively serving the long-terminterests of the Company.

 

b.              To review the Supervisory Boardcommittee structure and to recommend to the Supervisory Board for its approvalSupervisory Board members to serve as members of each committee.

 

c.               To periodically assess thecomposition of the Supervisory Board and Executive Board and to monitor thefunctioning of the Supervisory Board and Executive Board and the individualBoard members.

 

3.               *CorporateGovernance*To review the corporate governance guidelines for the Company and advise theSupervisory Board on this matter. The Committee shall review these guidelineson a regular basis and recommend changes as necessary.

 

4.                     *General*

 

a.               The Committe shall meet at leastonce per year, or more frequently if circumstances dictate. The Committee mayinvite other persons to attend the Committee meetings.

 

b.              The Committee shall have theauthority to delegate any of its responsibilities to sub-committees as theCommittee may deem appropriate in its sole discretion.

 

c.               The Committee shall have theauthority to retain outside counsel and any other advisors as the Committee maydeem appropriate in its sole discretion.  The Committee shall have sole authority to approve related feesand retention terms.

 

d.              The Committee shall report itsactions and recommendations to the Supervisory Board after each Committeemeeting and shall conduct and present to the Supervisory Board an annualperformance evaluation of the Committee. The Committee shall review at least annually the adequacy of thischarter and recommend any proposed changes to the Supervisory Board forapproval.

 

2

----