**Exhibit 11.2**

 

**BUHRMANN**

 

 

**AUDIT COMMITTEE CHARTER(1)**

 

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(1) This Charter was adopted in the Supervisory Boardmeeting of 24 June 2003.

 

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## 1.                                                Composition

 

## 1.1                                          The Audit Committee shall consist of at least three members and eachmember of the Audit Committee shall be a member of the Supervisory Board.

 

## 1.2                                          The members of the Audit Committee shall be appointed by theSupervisory Board.

 

## 1.3                                          Members of the Audit Committee shall serve until the earlier of: (a) the termination of their membership on the Supervisory Board, (b) the termination of their membership on the Audit Committee at any time bythe Supervisory Board or (c) their resignation from the Audit Committee.

 

## 1.4                                          The Supervisory Board shall appoint one of the members of the AuditCommittee as the chairman of the Audit Committee.

 

## 1.5                                          The Audit Committee shall be delegated authority by the SupervisoryBoard only with respect to issues specifically specified in this Charter orrequired by law and applicable listing rules and on any other issues as theSupervisory Board may specifically decide from time to time.

 

## 1.6                                          Neither this Charter nor any activity of the Audit Committee shallrelease the Company’s Executive Board and the external auditors from theirduties and responsibilities. In carrying out its function, the Audit Committeeis not providing any expert or special assurance as to the Company’s financialstatements or compliance with laws and regulations, or any professionalcertification as to the external auditor’s work.

 

## 2.                                                Independence and Qualifications of Members

 

### 2.1                                          Each member shall be independent in accordance with the provisionsof the Rules and Regulations for the Supervisory Board, as amended from time totime, at the time of appointment, reappointment and at any time while servingas a member of the Audit Committee.

 

## 2.2                                          In the event that a member of the Audit Committee is or becomesaware of any circumstance which may reasonably impair or affect hisindependence or the perception of his independence, he will inform the AuditCommittee thereof promptly. The Audit Committee shall consult with theSupervisory Board in order to determine whether there is sufficient cause forresignation from, or termination of, the membership of the Audit Committee.

 

## 2.3                                          The Supervisory Board may grant to one or more members of the AuditCommittee specific exemptions from the independence requirements referred to inparagraph 2.1 to the extent that any such exemptions are compatible withapplicable law and listing requirements. Any such exemptions will be disclosed in the Company’s annual report.

 

## 2.4                                          Either at least one member of the Audit Committee shall be an “auditcommittee financial expert”, or the

 

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## Company shall disclose in its annual reportthe reasons why at least one member of the Audit Committee is not an auditcommittee financial expert.  An auditcommittee financial expert is a person who has the following attributes:

### •                                anunderstanding of Dutch generally accepted accounting principles and financialstatements;

### •                                theability to assess the general application of such principles in connection withthe accounting for estimates, accruals and reserves;

### •                                experiencepreparing, auditing, analysing or evaluating financial statements that presenta breadth and level of complexity of accounting issues that are generallycomparable to the breadth and complexity of issues that can reasonably beexpected to be raised by the Company’s financial statements, or experienceactively supervising one or more persons engaged in such activities;

### •                                anunderstanding of internal controls and procedures for financial reporting; and

### •                                anunderstanding of audit committee functions.

### TheSupervisory Board shall determine on the basis of all available facts andcircumstances which member, if any, of the Audit Committee qualifies as anaudit committee financial expert.

 

## 3.                                                Purpose

 

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

•                                    the accounting and financial reportingpractices, policies and procedures of the Company;

•                                    the quality of the Company’s internal controlsystems and its risk assessment;

•                                    the quality of the Company’s disclosurecontrols and procedures;

•                                    the integrity of the Company’s financialstatements;

•                                    the performance and evaluation (including itsindependence) and, where appropriate, the reappointment or replacement of theexternal auditor and

•                               any other specific financial issues delegatedby the Supervisory Board.

 

4.                                                Authority

 

TheCommittee reports to the Supervisory Board and has unrestricted access andauthorization to obtain assistance from the Company’s staff to accomplish itspurpose. In addition, the Committee has the discretion to initiate andsupervise investigations within the scope of its duties, as it may deemappropriate, including the inspection of any books and records of the Company,and to employ whatever additional advisors and consultants it deems necessaryfor the fulfillment of its duties.  TheCompany shall provide appropriate funding, as determined by the Audit Committeefor the payment of any costs involved.

 

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## 5.                                                Duties and Responsibilities of the Audit Committee

 

5.1                                          External auditors

The external auditors are ultimately accountable to the Audit Committeeand the Supervisory Board. The oversight responsibility of the Audit Committeein the area of the external auditors is to provide reasonable assurances regardingexternal auditors’ independence, professionalism and efficiency. To accomplishthis, the Audit Committee, in accordance with the Company’s policy regardingexternal auditor independence and services (“the External Auditor Policy”),will provide oversight of the external audit coverage, including:

•                                                  recommendation to the Supervisory Boardregarding the nomination or selection of external auditors to be proposed forthe shareholders’ approval in accordance with the articles of association ofthe Company and the External Auditor Policy;

•                                                  evaluation of the external auditors’performance;

•                                                  review of the external auditors’ proposed auditscope, approach and fees and actual fees for audit and non-audit work;

•                                                  co-ordination with the Internal Audit function;

•                                                  assessment of the external auditors’ annualstatement regarding their independence; and

•                                                  pre-approve the engagement of the externalauditors audit and non-audit services in accordance with the External AuditorPolicy.

 

The Audit Committee will review the external auditor’s managementletters (the “Client Service Report”) and judge if appropriate action is beingtaken.

## The Committeeshall discuss with the external auditor the report that such auditor isrequired to make to the Committee under Section 8 of the External AuditorsPolicy.

 

5.2                                          Accounting principlesThe responsibility of the Audit Committee in the area of accounting principlesis to discuss with management and auditors 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.

 

5.3                                          Accounting practices and financial reporting.The oversight responsibility of the Audit Committee in the area of financialreporting and accounting practices is to provide reasonable assurances thatfinancial disclosures made by management accurately portray the financialcondition, results of operations, cash flows, plans and long-term commitmentsof the Company. To accomplish this the Audit Committee will review and discussthe quarterly and annual reports, including Management Discussion and Analysisand the financial statements with management and the external auditors. The review and discussion include:

•                                significant judgments and estimates made bymanagement;

•                                significant reporting or operational issuesidentified during the reporting period, including how they were resolved;

 

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•                                material adjustments to the financialstatements proposed by the external auditors; and

•                                the robustness of essential accounting andreporting processes.

 

5.4                                          Internal control and risk assessmentThe oversight responsibility of the Audit Committee in the area of internalcontrol systems is to assure that the risks the Company is exposed to areunderstood and are effectively dealt with by appropriate internal controlsystems. The Audit Committee will discuss policies with respect to riskassessment and risk management, i.e. discuss with management the Company’ssignificant financial risk exposures and the action management has taken tolimit, monitor or control such exposures.

The Audit Committee will evaluate whether the Company is fostering anappropriate control culture. It will consider how management addresses businesscontrol including the security and integrity of its key processes and computersystems. It will review major issues as to the adequacy of the Company’sinternal control procedures, including any assessment of the external auditorsand the internal audit function, and any special arrangements adopted orproposed to be adopted by management in light of material control deficiencies.

 

5.5                                          Internal audit functionThe oversight of the internal audit function is to assure that internalauditors can and will carry out their function in an adequate and effectivemanner. To accomplish this the Audit Committee will:

•                                         review and discuss significant internal auditfindings;

•                                         reviewing internal audit’s annual summary ofreports; and

•                                         assess management’s response to significantreported weaknesses, compliance deficiencies issues related to the level ofcontrol in the Company.

 

5.6                                          Legal mattersThe Audit Committee will evaluate any significant legal matters that may have amaterial effect on the financial statements, including material notices to orinquiries received from governmental agencies. The Audit Committee also willreview and discuss any material tax issue and/or litigation.

 

5.7                                          ComplianceThe Audit Committee will provide oversight of the Company’s compliance with itsManagement Charter, including the Business Principles and Code of Ethics:

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

•                                reviewing corporate policies relating tocompliance with laws and regulations, ethics, conflict of interest and theinvestigation of misconduct or fraud; and

•                                reviewing significant cases of employee conflict of interest, unethicalor illegal conduct.

 

5.8                                          Significant disagreementThe Audit Committee will evaluate and review any significant disagreement amongmanagement and the independent accountants or the internal audit department inconnection with the preparation of the financial statements and/or the qualityof its internal control systems.

 

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5.9                                          FraudThe Audit Committee will review with management any information coming to theirattention indicating that a fraud or any other illegal act has or may haveoccurred that could have a material effect on the Company’s financialstatements.

 

6.                                                Whistle blowing

 

TheAudit Committee will establish procedures for:

 

(a)                                           the receipt, retention, and treatment of complaints received by theCompany regarding accounting, internal accounting controls, or auditingmatters; and

(b)                                          the confidential, anonymous submission by employees of the Companyof concerns regarding questionable accounting or auditing matters.

 

7.                                                Meetings

 

## 7.1                                          The Audit Committee shall meet at least four times per year (onceduring each quarter) such that at least one meeting shall be scheduled beforethe publication of the annual and quarterly results of the Company.  In addition, the Audit Committee shall meetat times that at least a majority of the members of the Audit Committee must bepresent, in person or by telephone, in order for an official, authorised act ofthe Audit Committee to be taken.

 

## 7.2                                          The Audit Committee may be assisted by a secretary who shall beappointed and may be dismissed at any time by the Audit Committee. Thesecretary shall not be a member of the Audit Committee. The secretary of theAudit Committee will keep minutes of each meeting of the Audit Committee. Theminutes of each meeting shall be approved by the Audit Committee in its firstmeeting following the relevant meeting and shall be sent to the members of theSupervisory Board.

 

## 7.3                                          No one other than the Audit Committee’s chairman, members andsecretary 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 Chief Executive Officer, the Chief Financial Officer, thedirector accounting and control, the internal auditor and the external auditorshall attend meetings of the Audit Committee unless in the opinion of thechairman of the Audit Committee or a majority of the members of the AuditCommittee, it is required or appropriate for the performance of the task of theAudit Committee to have a meeting without the attendance of any or all of theseindividuals.

 

8.                                                Amendment and Review of Charter

 

This Chartermay be amended at any time by the Supervisory Board and any such amendmentshall be effective as of such date determined by the Supervisory Board.  The Audit Committee may review and reassessthis Charter and submit any recommended changes to the Supervisory Board forits consideration.

 

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