Supervisory Board

The Supervisory Board oversees strategic and commercial policy making by the Board of Management and the way in which it manages and directs KPN’s operations.

Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon nomination by the Supervisory Board. The Central Works Council has an enhanced right to recommend persons for nomination to the Supervisory Board for up to one-third of its members. The nominees must fit within the profile of the Supervisory Board, which gives requirements for both individual members of the Supervisory Board and for the Supervisory Board as a whole, on such topics as diversity, independence, experience and expertise.

Members of the Supervisory Board resign according to a schedule set by the Supervisory Board. They step down at the first General Meeting of Shareholders following their four-year term of office. Currently, KPN’s Supervisory Board consists of eight members.

The by-laws of the Supervisory Board contain, among other things, rules regarding the members’ duties, powers, working methods, decision-making, approval of decisions by the Board of Management, training and conflict handling.

The Supervisory Board has established four committees:

These committees assist the Supervisory Board in its decision taking and report their findings to the Supervisory Board. The committees are not empowered to take decisions.

The by-laws of the Supervisory Board were revised in 2019 and the profile of the Supervisory Board was revised in 2022.

Composition and Rotation Plan Supervisory Board
By-laws of the Supervisory Board
Profile of the Supervisory Board

Audit Committee

The Audit Committee consists of three Supervisory Board Members: Mr. Dijkhuizen (Chair), Ms. De Jager and Ms. Sap.

The Audit Committee’s task is to supervise in particular the (quality of the) accounting and financial reporting practices, including quarterly and annual reporting, accounting and financial reporting policies and procedures, the (quality of the) internal control system and internal audit function, the independent external audit of the Financial Statements, the performance and evaluation of the external auditor, the policy on tax planning and compliance with relevant legislation and regulations.

Terms of Reference Audit Committee

Remuneration Committee

The Remuneration Committee consists of five Supervisory Board Members: Mr. Noteboom (Chair), Mr. van de Aast, Mr. Heemskerk, Ms. Koelemeijer and Ms. Sap. Under statutory requirements, all members of the Supervisory Board appointed based on the enhanced right of recommendation of the Central Works Council are members of the Remuneration Committee.

The task of the Remuneration Committee is to assist the Supervisory Board regarding the development of the remuneration policies for the members of the Board of Management; the individual remuneration of the members of the Board of Management based on the Remuneration Policy; the target setting for the variable pay of members of the Board of Management; and the remuneration policy for members of the Supervisory Board for submission to the General Meeting of Shareholders.

Terms of Reference Remuneration Committee

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee consists of three Supervisory Board Members: Mr. van de Aast (Chair), Ms. Koelemeijer and Mr. Noteboom.

The task of the Nominating & Corporate Governance Committee is to assist the Supervisory Board with respect to the nomination of members for appointment to the Board of Management and the Supervisory Board and the oversight of development policies for senior management, as well as the Company’s corporate governance policies.

Terms of reference Nominating and Corporate Governance Committee

ESG Committee

The ESG Committee consists of four Supervisory Board Members: Ms. Sap (Chair), Mr. Heemskerk, Ms. De Jager, and Mr. Overbeek.

The purpose of the ESG Committee is to oversee the development and implementation of the company’s sustainability strategy and the goals related thereto, as part of the company’s overall strategy for sustainable long term value creation. The Committee will act as sounding board for the Board of Management on sustainability related topics and provide guidance from the Supervisory Board in this respect.

Terms of reference ESG Committee