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.

Committees of the Supervisory Board

The Supervisory Board has established four committees to support its activities:

These committees assist the Supervisory Board by reviewing matters on behalf of the Supervisory Board, and preparing resolutions for decision-making by the Supervisory Board. They report their findings to the Supervisory Board. The committees are not empowered to take decisions, unless expressly mandated by the Supervisory Board.

The by-laws of the Supervisory Board were last revised in 2023 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 four Supervisory Board Members: Mr. Dijkhuizen (Chair), Ms. De Jager, Ms. Sap, and Mr. Shuter.

The purpose of the Audit Committee is to oversee, also in light of the company’s strategy for long term value creation, the main financial and accounting procedures of the company, the measures taken to safeguard the integrity and quality of the financial and sustainability reporting and the effectiveness of the design and operation of the Company’s internal risk management and control systems.

Terms of Reference Audit Committee

Remuneration Committee

The Remuneration Committee consists of four Supervisory Board Members: Mr. Noteboom (Chair), Mr. van de Aast, Mr. Heemskerk, and Ms. Koelemeijer. 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 purpose of the Committee is to oversee the Company's remuneration strategy and principles for members of the Board of Management, to draft proposals to the Supervisory Board (hereinafter "the Board") for the remuneration policy to be pursued for members of the Board of Management and the Supervisory Board, to ensure the implementation of this remuneration policy in concrete cases and monitor progress in this implementation, and to report to stakeholders – through the Company’s annual report and/or in dialogue – on these matters.

Terms of Reference Remuneration Committee

Nomination & Corporate Governance Committee

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

The purpose of the Nomination & Corporate Governance Committee is to support the Supervisory Board in establishing a suitable and well-equipped Board of Management and Supervisory Board for the company, in particular through the selection, appointment and evaluation of members of these boards, in combination with sound succession planning. In addition, the Committee shall support the Supervisory Board in adopting high standards and practices for the Company's corporate governance structure.

Terms of reference Nomination 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. Dijkhuizen.

The purpose of the ESG Committee is to support the Supervisory Board in overseeing 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