Corporate Governance

A. Ethical Business Conduct and Compliance with Law It is the policy of Chicago Bridge & Iron Company N.V. ("CB&I") to conduct its business in an honest, fair, ethical and lawful manner and to provide products and services that meet the quality requirements of its customers. It is the policy of CB&I to comply with, and to cause its employees, officers and directors to comply with, all applicable legal requirements of The Netherlands, the United States of America and each state, country and other locality in which business is conducted. Conduct that may raise substantive questions as to CB&I's honesty, integrity, impartiality, reputation or activities that could embarrass CB&I is prohibited. Any activity, conduct or transaction that could create the appearance of unethical, illegal or improper business conduct must be avoided.

B. Conflict of Interest CB&I requires that its directors, officers and employees avoid any situation which does or may involve a conflict, or even the appearance of a conflict, between their personal interests and the interests of CB&I. Each director, officer and employee must make prompt and full disclosure to the Chairman, President and CEO, the Chief Financial Officer or the General Counsel of CB&I or the Chairman of the Audit Committee of the Supervisory Board of any situation that may involve a conflict of interest of that director, officer or employee or his or her immediate family with the interests of CB&I. A financial interest in any contract with CB&I or in any organization doing business with CB&I would present such a conflict of interest. The receipt of improper personal benefits or loans by a director, officer or employee (or family member) as a result of his or her position in CB&I would raise conflict of interest issues. Ownership of securities in a publicly traded company would generally not present a conflict of interest.

C. Corporate Opportunities Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with CB&I. Directors, officers and employees owe a duty to CB&I to advance its legitimate interests when the opportunity to do so arises.

D. Confidentiality Directors, officers and employees of CB&I must maintain the confidentiality of confidential information entrusted to them by CB&I or its suppliers or customers, except when disclosure is authorized by the Law Department or required by laws, regulations or legal proceedings. Whenever feasible, directors, officers and employees should consult with the Law Department if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of CB&I, or harmful to CB&I or its customers, if disclosed.

E. Fair Dealing Each director, officer and employee should endeavor to deal fairly with CB&I's customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing or practice.

F. Protection and Proper Use of Company Assets Each director, officer and employee should protect CB&I's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on CB&I's profitability. All Company assets should be used for legitimate business purposes.

G. Trading on Inside Information is Prohibited All directors, officers and employees of CB&I are required to refrain from disclosing to third parties any non-public material information relating to the business, operations, financial condition and dealings of CB&I ("Inside Information"). Each director, officer and employee has a legal duty not to buy or sell CB&I securities based on Inside Information until the full and complete public disclosure of the Inside Information. This restriction extends to sharing or tipping others about such information, especially since the individuals receiving such information might utilize such information to trade in CB&I stock. The prohibition also applies to the securities of other companies if the director, officer or employee learns of material non-public information about those other companies in the course of his or her duties to CB&I. All directors and executive officers are required to pre-clear their trades in CB&I stock with the General Counsel.

H. Reporting Any Illegal or Unethical Behavior Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Directors, officers and employees who are concerned that any violation of this Code (including any potential conflict of interest), CB&I's Business and Legal Compliance Policy ("Compliance Policy") or other illegal or unethical conduct by directors, officers or employees of CB&I has occurred or may occur should contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, then they may contact [in the following order]: any member of the Law Department, the Chief Financial Officer, the Internal Auditor, the Chief Executive Officer or the Chairman of the Audit Committee of the Supervisory Board. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings. CB&I will not permit retaliation of any kind by or on behalf of CB&I and its directors, officers and employees against good faith reports or complaints of violations of this Code, the Compliance Policy or other illegal or unethical conduct.

I. Accounting Complaints CB&I's policy is to comply with all financial reporting and accounting regulations applicable to CB&I. If any director, officer or employee has concerns or complaints regarding questionable accounting or auditing matters of CB&I, then he or she is encouraged to submit those concerns or complaints to the Audit Committee of the Supervisory Board (which will, subject to its duties arising under applicable law, regulations or legal proceedings, treat such submissions confidentially). Such submissions may be directed to the attention of the Audit Committee, or any director who is a member of the Audit Committee, c/o - Chicago Bridge & Iron Company, N.V., Attn: General Counsel, One CB&I Plaza, 2103 Research Forest Drive, The Woodlands, Texas 77380.

J. Public Company Reporting As a public company, it is of critical importance that CB&I's filings with the Securities and Exchange Commission, other government agencies, the New York Stock Exchange and public communications made by the Company be full, fair, accurate, understandable and timely. Depending on their position with CB&I, a director, officer or employee may be called upon to provide necessary information to assure that CB&I's public reports are complete, fair and understandable. CB&I expects directors, officers and employees to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to CB&I's public disclosure requirements.

K. Amendment, Modification and Waiver This Code may be amended, modified or waived by the Supervisory Board and waivers may also be granted by the Nominating and Corporate Governance Committee, subject to the disclosures and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the New York Stock Exchange.

L. Application and Enforcement This Code of Ethics shall apply to all CB&I directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer and the Controller. Violations of the Code of Ethics will result in disciplinary action, up to and including termination.

Adopted September 2003

CB&I Supervisory Board

Corporate Governance Guidelines

A.         Mission of the CB&I Supervisory Board

The primary goal of the Supervisory Board (the "Board") of Chicago Bridge & Iron Company N.V. ("CB&I") is to maximize long-term shareholder value in the context of advancing CB&I's overall mission to be the leader and preferred supplier of innovative and value-added technology, engineering and construction solutions to customers worldwide.  The Board is responsible for overseeing and ensuring that the management board's objectives, structure and operation of internal risk management and control systems, financial reporting process, compliance with legislation and regulations, business strategies and risks, operations, policies and processes further this goal and mission.

B.         Supervisory Board Composition and Compensation

1.         Board Membership Criteria

The Nominating Committee is responsible for reviewing and reporting to the Board from time to time the appropriate criteria and characteristics for Board members in the context of the current membership of the Board.  This assessment should include factors of independence, judgment, business experience (including experience as a CEO, COO or running a significant division of a company), knowledge of a CB&I core business, international background and particular skills (such as financial or technological expertise) that will enable the Board member to make a significant contribution to the Board, CB&I and its shareholders.

2.         Independence of Members of the Board (Board Definition)

"Independent Director" means a member of the Board ("member" or "director") who, in conformity with New York Stock Exchange listing standards, is independent of management and free from any relationship with CB&I or otherwise that, in the opinion of the Board, would interfere in his or her exercise of independent judgment as a director.  No director qualifies as "Independent" unless the Board affirmatively determines that the Director has no material relationship with CB&I (either directly or as an officer, director, partner or significant shareholder of an organization that has a material relationship with CB&I), and discloses that determination in CB&I's annual proxy statement.  The basis for any determination that a relationship is not material will also be disclosed.  The attached Exhibit A provides certain guidelines to be considered by the Board in making its determinations regarding Independence.  CB&I generally will not enter into material commercial relationships with directors or companies or other entities controlled by directors where the Independence of an outside director could be compromised.

3.         Size of Board; Mix of Management and Outside Directors

CB&I's Articles of Association provide for at least six and no more than twelve Directors to serve on the Board.  The Board has determined that a Board size in the range of seven to nine members is optimum, subject to variations in the case of special circumstances or arrangements (such as an agreement to allow a major shareholder to designate one or more directors). The Board believes that there should be a significant majority of Independent Directors on the Board, and generally no more than one management director.  Board membership is not considered a prerequisite to any higher management position in CB&I.

4.         Selection of New Directors; Orientation and Continuing Education

The Nominating Committee is responsible for recommending to the Board nominees for new positions or vacancies on the Board.  Nominations to the Board may also be submitted to the Nominating Committee by CB&I's shareholders.  The invitation to join the Board should be extended by both the Chairman of the Board and by the Chairman of the Nominating Committee, on behalf of the entire Board. The Board and CB&I have an orientation process for new directors that includes background materials, meetings with senior management and visits to Company facilities, and covers general financial and legal affairs, financial reporting by the Company, specific aspects unique to the Company and its business, and the responsibilities of a member of the Board.  As part of a continuing education program, directors are invited to attend an annual session that focuses on CB&I's strategic planning objectives.  Annually, the Board will review to identify any aspects with which the Board requires further training or education.

5.         Limit on Number of Board Memberships by Directors

Directors are encouraged to limit the number of other boards (excluding non-profit) on which they serve to a maximum of five (for which the chairmanship of a supervisory board counts double), taking into account potential board attendance, participation and effectiveness on those boards.  Directors should also advise the Chairman of the Board and the Chair of the Nominating Committee in advance of accepting an invitation to serve on another board if the director believes there may be a conflict of interest.

6.         Term Limits; Retirement Policy; Directors Who Change Their Present Job Responsibility

The Board acknowledges that CB&I's Articles of Association provide that a director must permanently retire from the Board effective as of the date of the annual general meeting of shareholders in the year in which the director attains the age of 72.  The Board also acknowledges that a director may be appointed to the Board for a maximum of 12 years.  Any director who experiences a significant change in present job responsibilities or assignment will review and consult with the Chairman of the Board and the Chair of the Nominating Committee on the potential impact, if any, that the change may have on continued Board service.

7.         Compensation of Supervisory Directors

The Nominating Committee advises the Board regarding the compensation of directors.  Changes to the compensation of directors will be submitted to CB&I's shareholders for approval as required by CB&I's Articles of Association.  The Board believes that director compensation should be competitive with public companies similarly situated to CB&I, but should not exceed reasonable and customary standards (as to form or amount) in such a manner that an outside director's Independence may be brought into question. The compensation received by members of the Audit Committee from CB&I is specifically limited to those fees paid for their service as a director and member or Chair of any Board Committees.  Equity stock ownership in CB&I by directors is encouraged.  Any equity held by a director is a long-term investment.  Directors who are full-time CB&I employees receive no additional compensation for serving as directors.

8.         Policy Regarding Stock Trading

A director may own and transact in securities other than securities of the Company.  Ownership by a director of a significant financial interest in any outside concern which does business with or is a competitor of the Company, except where such interest consists of securities of a publicly-owned corporation and such securities are regularly traded on the open market and do not represent a controlling or substantial interest in such corporation is, and is treated as, a conflict of interest.  A director shall give quarterly notice of any changes in his holding of securities in Dutch listed companies to the Chairman or Compliance Officer (Secretary).

9.         Loans

The Company shall not grant loans to or issue guarantees on behalf of directors.

C.         Functioning of the Supervisory Board

            1.         Director Responsibilities

Board members are expected to conscientiously prepare for, attend and participate in all Board and applicable Committee meetings.  Preparation should include a thorough review of meeting materials distributed in advance.  Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with his or her ability to render effective service to the Board and CB&I.

            2.         Frequency and Agenda of Board Meetings

The Board holds a minimum of four regularly scheduled meetings each year.  In at least one meeting per year, the Board shall discuss the corporate strategy and the risks of the business, and the result of the assessment by the Managing Board of the structure and operation of the internal risk management and control system.  In addition, special Board meetings may be called from time to time as determined by the needs of CB&I's business.  Under certain circumstances, the Board may adopt resolutions in a telephone meeting or without a meeting, provided the proposal concerned is submitted to all Board members and none of them objects.  The Chairman sets the agenda for Board meetings, including reports from any Board Committee (agenda items that fall within the scope of responsibilities of a Board Committee are reviewed with the Chair of that Committee).  Any member of the Board may request that an item be included on the agenda. 

            3.         Board Materials Distributed in Advance

Board materials related to agenda topics should be provided to Board members sufficiently in advance of Board meetings where necessary to allow the directors to prepare for discussion of the matters at the meeting.  Management will endeavor to provide materials that are concise, informative and clear.  Proprietary or otherwise sensitive materials may be reserved for distribution at the Board meeting.

            4.         Attendance of Non-Directors at Board Meetings; Supervisory Director Access to Management

The Board encourages the Chief Executive Officer from time to time to bring members of management (particularly persons of high potential) into Board meetings to make presentations and provide management insight into matters being considered by the Board.  This includes regular reports from the chief operating officer, the chief sales and marketing officer, the chief financial officer, and the chief legal officer.  In its discretion, the Board also may invite independent advisors to attend Board meetings.  Directors have free and open access to CB&I's management and employees (exercised in a manner that does not unduly interfere with the normal conduct of CB&I's business) and, as necessary and appropriate, independent advisors.

            5.         Executive Sessions of Outside Directors

A minimum of two regularly scheduled executive sessions of outside Directors are held each year in order to foster better communication among outside directors and to discuss and review, among other things, the report of the outside auditors, the criteria upon which the Chief Executive Officer and other senior managers are evaluated, the performance and compensation of the Chief Executive Officer and other senior managers, the functioning and performance of the Managing Board (i.e. the company Chicago Bridge & Iron Company B.V.) and other topics.  The executive sessions will be held during the regularly scheduled Supervisory Board meetings held in September and December and chaired by the Chairman of the Corporate Governance Committee, whose name will be disclosed in CB&I's annual proxy statement along with a means for shareholders and other interested parties to communicate directly with the Chairman of the Corporate Governance Committee.  The Chairman will designate another outside director in attendance to record minutes of the executive session proceedings. Additional executive sessions or meetings of outside Directors may be held from time to time as circumstances warrant. 

            6.         Annual Performance Self-Evaluation by the Board

The Board shall conduct an annual self-evaluation to determine whether it and its Committees are functioning effectively, and shall consider any report and recommendation received from the Nominating Committee evaluating the Board's performance.

D.         Supervisory Board Committees

            1.         Number, Structure and Independence of Board Committees

The Board currently has four standing Committees:  the Audit Committee, the Corporate Governance Committee, the Nominating Committee, and the Organization and Compensation Committee.  The Nominating Committee has the responsibility of evaluating the structure, composition, member qualifications and operations of the standing Committees of the Board (including the number and responsibilities of the Committees and the authority to delegate to subcommittees).  The Corporate Governance Committee will review the Board's committee structure at least annually and make any recommended changes to the full Board.  The Audit Committee, Corporate Governance Committee, the Nominating Committee (when and if required by law), and the Organization and Compensation Committee shall be composed solely of Independent Directors.

In addition, a special Committee of Independent Directors may be constituted by the Board for purposes of evaluating certain significant CB&I corporate transactions and making recommendations to the Board.

            2.         Committee Duties and Responsibilities

The Audit Committee shall appoint and remove the independent public accountant, subject to the approval of the general meeting of shareholders.  The Audit Committee has the sole authority to approve any significant non-audit relationship between the Company and the independent auditors and to hire and fire independent legal advisors for the Committee.  The Audit Committee, the Corporate Governance Committee, the Nominating Committee, and the Organization and Compensation Committee each have written charters adopted by the Board setting forth their purposes and responsibilities.  These Committee charters are available on CB&I's website at: "www.cbi.com."

            3.         Rotation of Committee Assignments and Chairmen

Committee assignments and the designation of Committee Chairmen should be based on a director's knowledge, interests and areas of expertise.  The Board does not favor mandatory rotation of Committee assignments or Chairmen.  The Board believes that experience and continuity are more important than rotation, and that members and Chairmen should be rotated only if rotation is likely to enhance Committee performance.

            4.         Frequency and Agenda of Committee Meetings

The Committee Chairmen, in consultation with Committee members, will determine the frequency and length of meetings of the particular Committee.  The Audit Committee and the Organization and Compensation Committee each meet at least three times annually, and the Corporate Governance Committee and the Nominating Committee each meet at least two times annually, in regularly scheduled sessions.  The Chairman of each Committee, in consultation with appropriate members of the Committee and management, will develop the Committee's agenda.  Materials relating to agenda topics should be provided to Committee members sufficiently in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

E.         Management Evaluation and Succession

            1.         Evaluation of the Chief Executive Officer

The Organization and Compensation Committee evaluates the performance of the Chief Executive Officer annually and reports its determinations to the Board and the shareholders.  The Committee's evaluation of the Chief Executive Officer is based upon a combination of objective and subjective criteria that are discussed fully each year in CB&I's proxy statement.

            2.         Management Succession

The Chairman and Chief Executive Officer report annually to the Board on succession planning for senior executive positions and on management development activities.  There should be available, on a continuing basis, the Chief Executive Officer's recommendation concerning who should assume the Chief Executive Officer's role in the event the Chief Executive Officer becomes unable to perform his duties.  In addition, the Organization and Compensation Committee has the responsibility of recommending to the Board candidates for replacement or succession to the position of Chief Executive Officer and for maintaining and reviewing a succession plan for executive officer positions of CB&I.

F.         Managing Board

            1.         Policy Regarding Stock Trading

The Managing Board may own and transact in securities other than securities of the Company or any of its subsidiaries.  Ownership by the Managing Board of a significant financial interest in any outside concern which does business with or is a competitor of the Company, except where such interest consists of securities of a publicly-owned corporation and such securities are regularly traded on the open market and do not represent a controlling or substantial interest in such corporation is, and is treated as, a conflict of interest.

            2.         Limit on Number of Board Memberships by the Managing Board

The Managing Board may not be a member of the managing board of more than two listed companies, nor chairman of the supervisory board of a listed company, other than the Company.  Acceptance by the Managing Board of a supervisory board position requires approval of the Board.  The Managing Board shall communicate to the Board other important outside positions held by him.

G.         Review and Disclosure of Corporate Governance Guidelines

            1.         Review of Guidelines

These Corporate Governance Guidelines will be reviewed every three years by the Corporate Governance Committee with a report to the full Board of the Committee's findings and recommendations.  If necessary, the guidelines will be reviewed and updated by the full Board based upon the recommendations of the Corporate Governance Committee.

            2.         Disclosure of Guidelines

These Corporate Governance Guidelines will be available on CB&I's website:  "www.cbi.com."

EXHIBIT A

Independent Directors

            A  Director generally will be considered "Independent" if he or she:

(i)         has not been employed by Chicago Bridge & Iron Company N.V. or its subsidiaries or affiliated companies ("CB&I") within the past 5 years;

            (ii)         has not been affiliated with or employed by a present or former auditor of CB&I within 5 years since the end of either the affiliation or the auditing relationship;

            (iii)        has not been part of an "interlocking directorate", in which an executive officer of CB&I serves on the compensation committee of another company that concurrently employs the Director, within the past 5 years;

            (iv)        has not had an immediate family member (other than a family member employed in a non-officer position) in one of the foregoing (i), (ii) or (iii) categories within the past 5 years;

            (v)         is not a paid advisor or consultant to CB&I and receives no financial benefit from any entity as a result of advice or consulting services provided to CB&I by such entity;

            (vi)        is not an officer, director, partner or significant shareholder of (a) a significant customer or supplier of CB&I, or (b) any other entity having a material commercial, industrial, banking, legal or accounting relationship with CB&I; and

            (vii)       is not an officer or director of a tax-exempt entity receiving more than 5% of its annual contributions from CB&I.

                                    However, in making its determinations as to "Independence," the Board shall broadly consider all relevant facts and circumstances in evaluating any relationships that exist between a Director and CB&I.  Such determinations, in individual cases, may warrant exceptions to the above general guidelines.

Adopted May 2003 - Revised December 2004

The Audit Committee of the

Supervisory Board of Chicago Bridge & Iron Company N.V.

General

At the Board meeting held in conjunction with the Company's Annual Meeting of Shareholders, and thereafter as necessary, the Board shall appoint the membership of the Audit Committee and appoint the Chairman of the Committee for the ensuing year.  A quorum of the Committee shall consist of at least two Committee members.  The Audit Committee is established for the primary purpose of assisting the Supervisory Board in: a) providing oversight for the integrity of the Company's financial statements, b) providing oversight for the Company's compliance with legal and regulatory requirements, c) providing oversight for the independent accountants' qualifications and independence, d) providing oversight for the performance of the Company's internal audit function and independent accountant, and e) providing oversight for the Company's system of disclosure and internal controls regarding finance, accounting, legal compliance, and ethics that management and the Supervisory Board have established.

Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.  The Audit Committee should also provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditing department, and the Supervisory Board, as to the Company's accounting and financial reporting practices, internal audit programs and standards, and business, ethical and legal compliance guidelines.

The Audit Committee shall have the authority to engage outside legal, accounting or other advisors, as deemed appropriate, to advise the Committee concerning the performance of its duties and responsibilities.  Further, the Company will provide appropriate funding, as determined by the Audit Committee, for compensation to the independent accountants and to any advisors that the Committee chooses to engage.

The Audit Committee shall report regularly to the Supervisory Board regarding the execution of the Committee's duties and responsibilities.

Composition and Independence of the Audit Committee

The Audit Committee shall consist of not less than three members of the Supervisory Board of the Company, each of whom shall be independent directors (as determined by the Supervisory Board pursuant to any applicable, specific criteria included in the Securities laws or required by the New York Stock Exchange), and free from any affiliation or relationship, including disallowed compensatory arrangements, that, in the opinion of the Supervisory Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.  Specifically, the Audit Committee shall not include any employees of the Company or affiliated individuals of the Company or any of its subsidiaries. 

Credentials of the Audit Committee

All Audit Committee members shall have a working familiarity with basic finance and accounting practices, and be able to read and understand financial statements.  At least one member of the Committee may, but is not required to be an "audit committee financial expert" in compliance with the criteria established by the United States Securities and Exchange Commission as determined by the Company's Supervisory Board.  

Meetings of the Audit Committee

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate.  Each regularly scheduled meeting shall conclude with an executive session of the Committee absent members of management and on such terms and conditions as the Committee may elect.  As part of its job to foster open communication, the Committee should meet periodically with management, the director of the internal auditing department and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately.  In addition, the Committee should meet quarterly with the independent accountants and management to discuss the annual audited financial statements and quarterly financial statements, including the Company's disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Compensation of the Audit Committee

Compensation for members of the Audit Committee shall be limited to amounts paid to the Committee members in their capacity as members of the Audit Committee and the Supervisory Board of the Company (i.e. directors and committee member fees).  Committee members may not receive any consulting, advisory or other compensatory fee from the Company.

Responsibilities of the Audit Committee

The Audit Committee shall have the following responsibilities:

General

1.   Review this Charter at least annually, perform a self-assessment relative to the Audit Committee's purpose, duties, and responsibilities, and recommend to the Supervisory Board any necessary amendments as conditions dictate.

2.   Review and discuss with management the Company's annual financial statements, quarterly financial statements, and all internal controls reports (or summaries thereof).  Review other relevant reports or financial information submitted by the Company to a governmental body, or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent accountants (or summaries thereof).

3.   Review chief executive officer ("CEO") and chief financial officer ("CFO") reports on issues pertaining to internal control deficiencies or management fraud and counsel reports to the Company on securities law violations or fiduciary duty, including reports pursuant to Section 307 of the Sarbanes-Oxley Act of 2002.

4.   Recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K and review each quarterly filing of Form 10-Q. 

5.   Review earnings press releases with management, including "pro-forma" or "adjusted" non-GAAP information.  Further, discuss with management financial information and earnings guidance provided to analysts, investors and rating agencies. 

6.   Review the regular internal reports (or summaries thereof) to management prepared by the internal auditing department and management's response.

Independent Accountants and Related Matters

7.   The independent accountants shall be accountable directly to the Audit Committee. Subject to shareholder approval, the Committee shall nominate, evaluate, retain and if necessary recommend the dismissal of, the independent accountants elected to audit the financial records and statements of the Company.  The Committee shall provide oversight for the work of the independent accountants.  The Committee shall provide oversight for the resolution of disagreements between management and the independent accountants in the event that they arise.  The Committee will review the experience and qualifications of senior members of the independent audit team and ensure that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed.  The Committee shall consider whether the independent accountants' performance of permissible non-audit services is compatible with the accountants' independence.  The independent accountants may not participate in the audit of the Company if a CEO, CFO, chief accounting officer, controller, or person holding an equivalent position in the Company was employed by the auditor and participated in the audit of the Company during the one-year period preceding the initiation of the audit.

8.   Review with the independent accountants any audit problems or difficulties and management's response.

9.   Review with the independent accountant, and appropriate Company officers, the adequacy and effectiveness of disclosure controls, accounting, financial reporting and control systems, and financial, administrative, information systems and operational auditing procedures, and satisfy itself that any weaknesses identified are corrected in a timely manner.

10.   Hold timely discussions with the Company's management and independent accountants regarding the following: a) critical accounting policies to be used by the Company, b) alternative treatments of financial information within GAAP that have been discussed by management with the independent accountants, the ramifications of these alternatives, and the independent accountants' preferred treatment, c) material written communications between the independent accountants and management, such as management letters or unadjusted difference schedules, and d) the independent accountants' judgment as to the quality of the Company's financial statements and related disclosures.

11.   At least annually, obtain and review a report by the independent accountants describing: a) the independent accountants' own internal quality control procedures, b) any material issues raised by the most recent internal quality-control review, peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, inspecting one or more independent audits carried out by the independent accountants, and any steps taken to deal with any such issues, and c) all relationships between the independent accountants and the Company.

12.   Review the scope of the annual independent audit of the Company, and pre-approve all audit and non-audit services and the compensation to be paid to the independent accountants for such services, excluding de-minimis exceptions permitted by the Sarbanes-Oxley Act of 2002.  Approval of non-audit services shall be disclosed to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934. 

Financial Reporting Process, Accounting Policies and Related Matters

13.   Review at least annually, material related party transactions entered into by the Company.

14.   Ensure that the independent accountants and the internal auditors review the adequacy and integrity of the Company's internal and external financial reporting processes, and the effectiveness of its system of disclosure and internal controls.

15.   Review with management major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles.

16.   Review with management the effects of changes in regulatory and accounting rules and principles, as well as off-balance sheet structures, on the financial statements of the Company.

17.   Review with the independent accountants, the internal audit department and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented.

Internal Audit and Related Matters

18.   Annually, review and recommend changes (if any) to the Company's Internal Audit Charter.

19.   Review activities, organizational structure, and qualifications of the internal audit department, including policies and standards implemented by the internal audit department.

20.   Periodically review with the internal audit director any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the department’s work.

21.   Review the effectiveness of the internal audit function, including compliance with the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing.

Ethical Compliance, Legal Compliance, Risk Management and Related Matters

22.   Periodically evaluate the Company's procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal control or auditing matters, including the confidential and anonymous submission of complaints by employees.

23.   Periodically evaluate the Company's Code of Ethical Conduct and ensure that management has established a system to (a) monitor and enforce the Code, and (b) maintain the Code in compliance with applicable rules and regulations.

24.   Review, with the Company's counsel: a) legal compliance matters including corporate securities trading policies, and b) any legal matter that could have a significant impact on the Company's financial statements.

25.   Review policies and procedures, and compliance therewith, applicable to officer expense accounts and perquisites, including use of Company assets, and consider the results of any review of these areas by the internal auditor or the independent accountants.

26.   Discuss policies with respect to risk assessment and risk management.  Such discussions should include the Company's major financial and accounting risk exposures and the steps management has undertaken to control them. 

27.   Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Other Matters

28.   Furnish the Audit Committee report required to be included in the Company's annual proxy statement.

29.   Perform any other activities consistent with this Charter, the Company's Articles of Association and governing law, as the Committee or the Supervisory Board deems necessary or appropriate.

Responsibilities of the Chairman of the Audit Committee

The Chairman of the Committee, in addition to the duties of a Committee member, shall have the following responsibilities:

1.   Preside at each meeting of the Audit Committee.

2.   Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company's records.

3.   Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.

Adopted July 1997 - Revised September 2003

The Corporate Governance Committee of the

Supervisory Board of Chicago Bridge & Iron Company N.V.

General - The Corporate Governance Committee (the "Committee") of the Supervisory Board of the Company (the "Supervisory Board") shall consist of all "Independent Directors" (as defined in the CB&I Supervisory Board Corporate Governance Guidelines) of the Supervisory Board. At the Board meeting held in conjunction with the Company's Annual General Meeting of Shareholders, and thereafter as necessary, the Supervisory Board shall appoint the Chairman of the Committee for the ensuing year.

A quorum of the Committee shall consist of at least a majority of the members. The Committee shall meet at least two times annually in regularly scheduled sessions, and at such other times as the Committee Chairman, in consultation with the Committee members, shall determine. While no agenda shall be required, the Chairperson may, in consultation with members of the Committee, establish an agenda for each meeting. Materials relating to each meeting will be provided to Committee members in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

Responsibilities - The Committee shall have the following responsibilities:

1.  Review and make recommendations in connection with public and governmental concerns, including equal employment opportunity, environmental and safety matters, and charitable contributions, consider the social impact of corporate activities, and monitor the policies and practices of the Company in light of such concerns.

2.  Provide perspective on economic, business and technology trends and events that could cause the Company to change the allocation of resources among its existing businesses or to enter new business, and to review the business planning process of the Company.

3.  Assist the Supervisory Board with the Company's relationships with national and local governments and responding to legislation at those levels.

4.  Provide oversight of the evaluation of the performance of the Supervisory Board and management.

5.  Review various policies and practices of management in the areas of corporate governance and corporate responsibility.

6.  Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee's performance, its charter and its structure and other such like matters, and if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.

7.  Establish and review corporate goals and objectives (as such goals and objectives are determined in conjunction with the Organization and Compensation Committee).

8.   Evaluate the performance of the Supervisory Board annually and report evaluation results to the Supervisory Board.

9.  Consider the adequacy of the number of Supervisory Board meetings and the appropriateness and adequacy of information supplied prior to and during the meetings and the overall relationship of Supervisory Directors and the Company's management.

10.  Develop, review and recommend to the Supervisory Board a set of corporate governance guidelines applicable to the Company.

Responsibilities of the Chairman of the Committee - The Chairman of the Committee, in addition to the duties of a Committee member, shall have the following responsibilities:

1.  Preside at each meeting of the Committee.

2.  Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company's records.

3.  Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.

Adopted July 1997 - Revised December 2004

The Nominating Committee of the

Supervisory Board of Chicago Bridge & Iron Company N.V.

General - The Nominating Committee the ("Committee") of the Company shall consist of not less than three members of the Supervisory Board of the Company, each of whom shall be "independent" as determined by the Supervisory Board (when and if required by law). At the Board meeting held in conjunction with the Annual General Meeting of shareholders, and thereafter as necessary, the Board shall appoint the membership of the Committee based on a member"s knowledge, interests and area of expertise, and appoint the Chairman of the Committee for the ensuing year.

A quorum of the Committee shall consist of at least two members. The Committee shall meet at least two times annually in regularly scheduled sessions, and at such other times as the Committee Chairman, in consultation with the Committee members, shall determine. The agenda will be developed by the Committee Chairman, in consultation with members of the Committee and management of the Company. Materials relating to the agenda will be provided to Committee members in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

Responsibilities - The Committee shall have the following responsibilities:

1.  Recommend to the Supervisory Board criteria and characteristics regarding qualifications for Supervisory Board membership, which may include the factors set forth in Appendix I hereto.

2.  Identify qualified candidates for Supervisory Board membership.

3.  Make recommendations to the Supervisory Board as to nominees for membership on the Supervisory Board, including candidates as may be recommended to the Company by a shareholder.

4.  Recommend to the Supervisory Board criteria regarding the composition of the Supervisory Board, total size, the proportion of inside directors to outside directors, whether vacancies on the Supervisory Board should be filled and whether new positions should be created on the Supervisory Board.

5.  Recommend to the Supervisory Board regarding retainer, attendance fees and other compensation to be paid to non-employee Supervisory Directors.

6.  Recommend to the Supervisory Board policies regarding tenure and retirement age for Supervisory Board members.

7.  Recommend to the Supervisory Board the removal of a director in unusual circumstances.

8.  a. Recommend to the Supervisory Board criteria and appointment procedures for the managing board (the words "managing board" mean the company Chicago Bridge & Iron Company B.V.), size and composition of the managing board and propose candidates for the managing board.

b. Periodically assess the functioning of the individual members of the managing board.

c. Supervise the policy of the managing board on the selection criteria and appointment procedures for senior management.

9.  Recommend to the Supervisory Board candidates for committee chairmen and committee members of each of the Standing Committees of the Board; recommend to the Supervisory Board the removal or rotation of committee chairmen and members.

10.  Review conflicts or potential conflicts of interest on the part of the Company's 10% shareholders, directors, officers and employees in order to ensure compliance with the Company"s Code of Ethics, and the Company"s Business and Legal Compliance Policy, and make recommendations to the Supervisory Board concerning the granting of waivers, if appropriate, under the CB&I Code of Ethics. Members of the Committee who have a conflict of interest shall not participate in the discussion and decision-making on the subject or transaction.

11.  Possess sole authority to retain and terminate search firms, if any, in order to identify supervisory director candidates and to approve the search firm's fees and retention terms.

12.  Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee's performance, its charter, its structure and other such like matters and, if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.

Responsibilities of the Chairman of the Nominating Committee - The Chairman of the Committee, in addition to the duties of a Committee member, shall have the following responsibilities:

1.  Preside at each meeting of the Committee.

2.  Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company's records.

3.  Respond to recommendations or inquiries from shareholders or other interested parties.

4.  Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.

APPENDIX I

CRITERIA/CHARACTERISTICS OF BOARD CANDIDATES

The following list identifies a number of relevant criteria and characteristics that, among others, should be considered in identifying candidates for the Supervisory Board of Directors of Chicago Bridge & Iron Company N.V.:

1. CEO, COO or running significant division of a public company.

2. Knowledge of a core business of Chicago Bridge & Iron Company N.V.:

   A. Contracting.

   B. Energy.

   C. Building Materials (Steel).

   D. Chemical.

3. Knowledge of international business.

4. Technological expertise.

5. Financially adept--liability/equity management skills; human relations skills.

6. Outside interests, other boards, education.

7. Should be able to serve five years.

8. Compatible with existing Board, management and CB&I corporate culture.

9. Independent, as defined by standards set forth in the Company's Corporate Governance Guidelines.

Adopted July 1997 - Revised December 2004

The Organization and Compensation Committee of the

Supervisory Board of Chicago Bridge & Iron Company N.V.

General-The Organization and Compensation Committee (the "Committee") of the Company shall consist of not less than three members of the Supervisory Board of the Company each of whom shall be "independent" as determined by the Supervisory Board, and none of whom may be a member of another Dutch listed company. At the Board meeting held in conjunction with the Annual General Meeting of Shareholders, and thereafter as necessary, the Supervisory Board shall appoint the membership of the Committee based on a member's knowledge, interests and area of expertise, and appoint the Chairman of the Committee for the ensuing year.

A quorum of the Committee shall consist of at least two Committee members. The Committee shall meet at least two times annually in regularly scheduled sessions, and at such other times as the Committee Chairman, in consultation with the Committee members, shall determine. The agenda will be developed by the Committee Chairman in consultation with members of the Committee and management of the Company. Materials relating to the agenda will be provided to Committee members in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

Responsibilities - The Committee shall have the following responsibilities:

1.  Establish and review compensation philosophy, strategy and guidelines for the managing directors, executive officers and senior management of the Company. Be knowledgeable and current in compensation issues by reviewing current publications, surveys and other pertinent data dealing with corporate directors and/or officer compensation.

2.  Establish and review annual incentive and long term incentive compensation plans, including equity-based incentive compensation plans, for employees of the Company and its subsidiaries and administer or oversee the administration of any such plans as the language of such plans may so provide.

3.  Establish and review benefit or other plans or programs and any amendments thereto (as needed) for employees of the Company and its subsidiaries and oversee the administration of any such plans as the language of such plans may so provide.

4.  Establish and review corporate goals and objectives (as such goals and objectives are determined in conjunction with the Corporate Governance Committee) relevant to the Chief Executive Officer's compensation, including the long-term incentive component, evaluate the Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive Officer's compensation level based on this evaluation. In reviewing the Chief Executive Officer's compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies and awards given to the Chief Executive Officer in past years and such other matters as the Committee believes relevant.

5.  Review and approve management recommendations as to compensation parameters, bonus opportunities, and long-term incentive awards to the managing directors and executive officers of the Company and its subsidiaries.

6.  Prepare the Committee report on executive compensation, as required by the Securities and Exchange Commission rules, to be included in the Company's annual proxy statement to shareholders and the Supervisory Board report on compensation to be included in the Dutch Annual Report.

7.  Make determinations as to which managing directors and executive officers of the Company should be offered employment and/or termination/change of control agreements, approve such agreements and any amendments to such agreements.

8.  Possess sole authority to retain and terminate any independent compensation consultant to assist in the evaluation of Chief Executive Officer, managing director or executive officer compensation, including sole authority to approve the firm's fees and other retention terms.

9.  Establish performance objectives and determine the attainment of performance objectives under the long-term incentive compensation plans.

10.  Act on an ad hoc basis as the Board committee having delegated authority to determine whether indemnification should be provided to a Supervisory Director, managing director or executive officer in a particular case.

11.  As directed by the Supervisory Board, recommend candidates for replacement or succession to the position of Chief Executive Officer of the Company and annually review a succession plan for executive officer positions of the Company.

12.  Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee's performance, its charter and its structure and other such like matters, and if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.

Responsibilities of the Chairman of the Committee - The Chairman of the Committee, in addition to the duties of a Committee member shall have the following responsibilities:

1.  Preside at each meeting of the Committee;

2.  Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company's records.

3.  Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.

Adopted July 1997 - Revised February 2005

The Strategic Initiatives Committee of the

Supervisory Board of Chicago Bridge & Iron Company N.V.

General - The Strategic Initiatives Committee (the "Committee") of the Supervisory Board of the Company (the "Supervisory Board") shall consist of three or more "Independent Directors" (as defined in the CB&I Supervisory Board Corporate Governance Guidelines) of the Supervisory Board. The Non-Executive Chairman of the Supervisory Board shall serve as the Chairman of the Committee.

A quorum of the Committee shall consist of at least a majority of the members. The Committee shall meet at least one time annually in a regularly scheduled session, and at such other times as the Committee Chairman, in consultation with the Committee members and the Chief Executive Officer, shall determine. While no agenda shall be required, the Chairperson may, in consultation with members of the Committee or the Chief Executive Officer, establish an agenda for each meeting. Materials relating to each meeting will be provided to Committee members in advance of the meeting where necessary to allow members to prepare for discussion at the meeting.

Responsibilities -The Committee shall have the following responsibilities:

1.  Review and approve on behalf of the Supervisory Board contracts, purchase orders, subcontracts, and change orders in the ordinary course of business whose price exceeds the approval authority of the Chief Executive Officer.

2.  Review and make recommendations to the Supervisory Board with respect to matters brought to its attention by the Chief Executive Officer in the ordinary course of business that exceed his approval authority under the authority matrix adopted from time to time by the Supervisory Board.

3.  Review and discuss matters brought to its attention by the Chief Executive Officer that the Committee finds appropriate.

4.  Review at the Committee meeting held in conjunction with the Annual General Meeting of Shareholders, the Committee's performance, its charter and its structure and other such like matters, and if appropriate, make recommendations to the Supervisory Board regarding changes to the Committee.

Responsibilities of the Chairman of the Committee - The Chairman of the Committee, in addition to the duties of a Committee member, shall have the following responsibilities:

1.  Preside at each meeting of the Committee.

2.  Cause minutes of the deliberations at each such meeting to be prepared and retained in the Company's records.

3.  Following each meeting, report to the Supervisory Board concerning the Committee's actions, conclusions and recommendations.

Adopted December 2006

For international callers:

From the United Kingdom, dial 0800-587-1047; from Australia, dial 1-800-98-7713; from Venezuela, dial 0800-1-00-2128; from Singapore, dial 800-110-1460.  From Dubai and all other international locations, access an international operator and ask to place an international collect call to the United States.  Ask the operator to dial 1-704-943-0137.  The call will be placed to the Compliance Hotline.

The CB&I Compliance Hotline is staffed by a live operator from an outside company, 24 hours a day, seven days a week. Calls may be made anonymously. Concerns and complaints will be referred to the appropriate areas within the Company or to the Audit Committee or non-management directors, based on the nature of the call, and will be investigated promptly.