**Exhibit14.2**

 

**CHARTERCOMPENSATION, NOMINATING AND CORPORATE GOVERNANCE COMMITTEE**

 

**Buhrmann NV**

 

 

This Charter was adopted for the first time in theSupervisory Board meeting of 10 March 2003 and amended in the SupervisoryBoard meeting of 10 December 2004.

 

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**0.****             INTRODUCTION**

 

0.1           ThisCharter has been drawn up by the Supervisory Board pursuant to clause 5 of theBy-Laws of the Supervisory Board.

 

0.2           TheCompensation, Nominating and Corporate Governance Committee (“the CNCGCommittee”) is a standing committee of the Supervisory Board.

 

0.3           Certaincapitalised or uncapitalised terms used but not defined in this Charter havethe meanings given to them in the By-Laws of the Supervisory Board and the Listof Definitions attached to these By-Laws as Annex 1.

 

**1.****             COMPOSITION**

 

1.1           TheCNCG Committee shall consist of at least three members and each member of theCNCG Committee shall also be a Supervisory Board member. All members of theCNCG Committee shall be independent within the meaning of clause 1.4 of theBy-Laws of the Supervisory Board, with the exception of no more than one member.(1) No more than one member of the CNCG Committee shall bea member of the Executive Board of another Dutch listed company.(2)

 

1.2           Themembers of the CNCG Committee shall be appointed by the Supervisory Board.

 

1.3           Membersof the CNCG Committee shall serve until the earlier of:

 

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

 

(b) thetermination of their membership of the CNCG Committee at any time by theSupervisory Board; or

 

(c) theirresignation from the CNCG Committee.

 

1.4           TheSupervisory Board shall appoint one of the members of the CNCG Committee aschairman of the CNCG Committee. As a main rule, the CNCG Committee shall bechaired by the Chairman of the Supervisory Board. However, if the SupervisoryBoard should appoint another member of the CNCG Committee as chairman, thisperson shall not be a former Executive Board member, or a Supervisory Boardmember who is a member of the executive board of another listed company.(3)

 

1.5           TheCNCG Committee shall be delegated authority by the Supervisory Board only withrespect to issues specifically specified in this Charter or required by law andapplicable listing rules and on any other issues as the Supervisory Board mayspecifically decide from time to time. The CNCG Committee may only exercisesuch powers as are explicitly attributed or delegated to it by the SupervisoryBoard and may never exercise powers beyond those exercisable by the SupervisoryBoard as a whole.

 

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

(2)  Dutch Corporate GovernanceCode, best practice provision III.5.12.

(3)  Dutch Corporate GovernanceCode, best practice provision III.5.11

 

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1.6.1        TheCompany Secretary shall act as secretary to the CNCG 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 CNCGCommittee.

 

**2.****             AUTHORITY**

 

The CNCG Committee reports to the SupervisoryBoard and has unrestricted access and authorisation to obtain assistance fromthe Company’s staff to accomplish its purpose. In addition, the CNCG Committeehas the discretion to employ whatever advisors and consultants it deems necessaryfor the fulfilment of its duties. The Company shall provide appropriate fundingas determined by the CNCG Committee for the payment of any costs involved.

 

**3.****             DUTIES AND RESPONSIBILITIES**

 

The CNCG Committee shall havethe following duties:

 

3.1           Compensation

 

(a)     draftingproposals to the Supervisory Board for the remuneration policy to be pursuedfor the Executive Board members, which policy, as well as any material changesthereto, shall be submitted to the General Meeting of Shareholders foradoption; (4)

 

(b)drafting proposals for the remuneration of the individualExecutive Board members; such proposals shall, in any event, deal with: (5)

 

(i)   the remuneration structure; and

 

(ii)  theamount of the fixed remuneration, shares and/or options to be granted and/orother variable remuneration components, pension rights, redundancy pay andother forms of compensation awarded, as well as the performance criteria andtheir application,

 

and, if there are reasons therefore, to makeproposals for changes or additions to the remuneration of individual ExecutiveBoard members, which remuneration and possible changes and/or additions shallbe submitted for adoption to the Supervisory Board (without prejudice to thepower of the Supervisory Board to delegate the final adoption to the CNCGCommittee, within the framework set by the Supervisory Board);

 

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(4)  Dutch Corporate Governance Code, PrincipleII.2 (4th section) and best practice provision III.5.10, paragraph a; see also Section 2:135of the Dutch Civil Code.

(5)  Dutch Corporate Governance Code, best practice provision III.5.10,paragraph b.

 

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(c)  to prepare the Remuneration Report referred to in clause12.1 of the By-Laws of the Supervisory Board; (6)

 

(d)    tomake proposals to the Supervisory Board for the remuneration of the individualSupervisory Board members, which remuneration will be submitted to the GeneralMeeting of Shareholders for adoption;

 

(e)  to review and supervise at least once a year thecompensation structure of the Company’s top management; and

 

(f)  to review and approve any scheme for remunerating theCompany’s executives that is based on shares, such as the Company’s shareoption plan, and recommend any changes thereto.

 

3.2           Selectionand appointment

 

(a)  to draft selectioncriteria and appointment procedures for Supervisory Board members and ExecutiveBoard members;(7)

 

(b)  to assess at leastonce a year the size and composition of the Supervisory Board and the ExecutiveBoard, and to make proposals for the Supervisory Board Profile;(8)

 

(c)  to assess at least once a year the functioningof individual Supervisory Board members and Executive Board members, and reporttheir findings to the Supervisory Board;(9)

 

(d)  to make proposals for(re-)appointments of Supervisory Board members and Executive Board members; (10)

 

(e)  to review at leastonce a year the succession plan of the Company’s top management including themembers of the Executive Board

 

(f)  to supervise the policy of theExecutive Board on the selection criteria and appointment procedures for seniormanagement;(11)

 

(g)  to advise theSupervisory Board on the acceptance by an Executive Board member of themembership of the supervisory board of a listed company; and

 

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(6)  Dutch Corporate GovernanceCode, best practice provision III.5.10, paragraph c.

(7) Dutch Corporate Governance Code, best practice provision III.5.13, parta.

(8)  Dutch Corporate GovernanceCode, best practice provision III.5.13, part b.

(9)  Dutch Corporate GovernanceCode, best practice provision III.5.13, part c.

(10)  Dutch Corporate GovernanceCode, best practice provision III.5.13, part d.

(11)  Dutch Corporate GovernanceCode, best practice provision III.5.13, part e.

 

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(h) toadvise the Supervisory Board concerning any conflicts of interest that mayarise in the acceptance by Supervisory Board members of additional positions;

 

(i) toreview and supervise at least once a year the evaluation process of the Company’stop management; and

 

(j) toreview the composition of the Committees of the Supervisory Board from time totime and to recommend appointments to these Committees.

 

3.3           CorporateGovernance

 

to review the corporate governance structureof the Company from time to time, also in the light of any changes in relevantapplicable regulations such as the Dutch Corporate Governance Code and any EUor foreign regulations and to recommend any changes to such corporategovernance structure, including such documents as the By-Laws of theSupervisory Board, the By-Laws of the Executive Board and the Charters of theCommittees of the Supervisory Board.

 

3.4           Whenexercising its duties regarding the composition of the Supervisory Board aslisted in clause 3.2 under (a) through (j) of this Charter, the CNCG Committeeshall observe the criteria on the composition of the Supervisory Board as laiddown in clause 1 of the By-Laws of the Supervisory Board.

 

**4.****             MEETINGS**

 

4.1           TheCNCG Committee shall meet as often as deemed necessary for the properfunctioning of the CNCG Committee. The CNCG Committee shall meet at least twicea year. Meetings shall be scheduled annually as much as possible in advance.The CNCG Committee shall meet earlier if this is deemed necessary by thechairman of the CNCG Committee or by two other members of the CNCG Committee.In each meeting, at least a majority of the members of the CNCG Committee mustbe present, in person or by telephone, in order for an official, authorised actof the CNCG Committee to be taken.

 

4.2           Meetingsof the CNCG Committee shall in principle be called by the Company Secretary inconsultation with the chairman of the CNCG Committee. Save in urgent cases, tobe determined by the chairman of the CNCG Committee, the agenda for a meeting,including any related documentation, shall be sent to all members of the CNCGCommittee at least three calendar days before the meeting.

 

4.3           TheCNCG Committee shall decide if and when the CEO should attend its meetings. TheCEO shall not attend meetings of the CNCG Committee where his own remunerationis discussed. In addition, the director of the Human Resources department ofthe Company and/or independent experts may be invited to attend meetings of theCNCG Committee. Each Supervisory Board member may attend meetings of the CNCGCommittee.

 

4.4           TheCompany Secretary will keep minutes of each meeting of the CNCG Committee. Theminutes of each meeting shall be adopted by the CNCG Committee in its firstmeeting following the relevant meeting.

 

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**5.****             REPORTING TO THE SUPERVISORY BOARD**

 

5.1           TheCNCG Committee must inform the Supervisory Board in a clear and timely mannerabout the way it has used delegated powers and of major developments in thearea of its responsibilities.

 

5.2           TheSupervisory Board shall receive from the CNCG Committee a report of itsdeliberations and findings.(12) This may be in theform of (draft-) minutes of the meetings of the CNCG Committee. The reports ofthe meetings of the CNCG Committee shall be circulated as soon as possibleafter the meeting among all Supervisory Board members.

 

5.3           EverySupervisory Board member shall have unrestricted access to all records of theCNCG Committee.

 

**6.****             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 CNCG Committee may review and reassessthis Charter and submit any recommended amendments to the Supervisory Board forits consideration.

 

**7.****             MISCELLANEOUS**

 

7.1           Clauses25.3 to 25.6 inclusive of the By-Laws of the Supervisory Board shall apply byanalogy to Chairman of the Supervisory Board referred to in these clauses isconsidered a power of the Supervisory Board or the Chairman of the SupervisoryBoard.

 

7.2           ThisCharter and the composition of the CNCG Committee shall be posted on the Company’swebsite. (13)

 

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(12)  Dutch Corporate GovernanceCode, best practice provision III.5.3.

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

 

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