Supervisory Board

The Supervisory Board oversees strategic and commercial policymaking 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 nominees must fit within the profile of 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. According to this profile, the Supervisory Board must be composed in such a way that members of the Supervisory Board are able to operate independently of each other and of the Board of Management. Currently KPN’s Supervisory Board consists of eight members.

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.

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:

Audit Committee
Remuneration Committee
Nominating & Corporate Governance Committee
Strategy & Organization Committee

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 2018 and profile of the Supervisory Board was revised in 2013.

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

D.W. (Duco) Sickinghe (1958)

Mr. Sickinghe was (re)appointed as a member of the Supervisory Board on April 18, 2018, and has chaired the Supervisory Board since April 15, 2015. His current (second) term of office ends in 2022. He is chair of the Nominating & Corporate Governance Committee and a member of the Strategy & Organization Committee and the Remuneration Committee.

Mr. Sickinghe is Managing Director of Fortino Capital (Belgium). He furthermore is Chairman of the Supervisory Board of Van Eeghen & Co (the Netherlands), member of the Board of uniBreda (Belgium) and member of the board of Guberna (Belgium).

Mr. Sickinghe was previously Chief Executive Officer and member of the Board of Telenet N.V. (Belgium) in the period 2001-2013. Prior to that, he has held various management positions at Hewlett-Packard (Switzerland), NeXT Computer (France), Wolters Kluwer (the Netherlands) and was founder of Software Direct (France). Mr. Sickinghe is a Dutch citizen.

D.J. (Derk) Haank (1953)

Mr. Haank was (re)appointed as a member of the Supervisory Board on April 12, 2017 and is currently vice-chairman. His current (third) term of office ends in 2021. He is the chairman of the Strategy & Organization Committee.

Mr. Haank is currently a member of the Supervisory Council of the Dutch broadcast association AvroTros. Mr. Haank was the CEO of SpringerNature, and prior to that the CEO of Elsevier Science and Executive Board Member of Reed Elsevier PLC. Mr. Haank is a Dutch citizen.

P.A.M. (Peter) van Bommel (1957)

Mr. Van Bommel was (re)appointed as a member of the Supervisory Board on April 13, 2016 and his current (second) term expires in 2020. He is chair of the Audit Committee.

Mr. Van Bommel is currently member of the board of management and CFO of ASM International N.V. and, as part of that position, also a non-executive director of ASM PT (Hong Kong). Mr. Van Bommel is also member of the Supervisory Board of Neways Electronics International N.V. Before his appointment as CFO at ASMI, Mr. Van Bommel was CFO at Odersun (a start-up company in the solar industry), CFO at NXP and CFO at various divisions of Phillips. Mr. Van Bommel is a Dutch citizen.

C.J. (Carlos) García Moreno Elizondo

Mr. García Moreno Elizondo was (re)appointed as a member of the Supervisory Board on April 12, 2017 and his current (second) term ends in 2021. He is a member of the Audit Committee.

Mr. García Moreno Elizondo is currently Chief Financial Officer of América Móvil. Mr. García Moreno Elizondo holds several supervisory and advisory positions, including those of Banco Inbursa and Nacional Financiera. Prior to joining América Móvil, Mr. García Moreno Elizondo held amongst other positions at the Mexican Ministry of Finance as the Director General of Public Credit and at the Swiss bank Corporation Warburg as executive director and managing director. Mr. García Moreno Elizondo is a Mexican citizen.

C.J.G. (Claudia) Zuiderwijk (1962)

Mrs. Zuiderwijk was (re)appointed as a member of the Supervisory Board on April 18, 2018, and her current (second) term of office ends in 2022. She is a member of the Strategy & Organization Committee, the Remuneration Committee and the Nominating & Corporate Governance Committee.

Mrs. Zuiderwijk is chair of the Board of Management of the Dutch Chamber of Commerce. In addition, she is a member of the Supervisory Boards of APG and member of Forum Smart Industry and of the NL2025 network. Between 1993 and 2003, Mrs. Zuiderwijk worked at PinkRoccade, occupying various management posts. Thereafter, Mrs. Zuiderwijk was chair of the board of the Hilversum hospital and - following the merger with the Gooi Noord hospital - chair of the board of the Tergooi hospitals. Mrs. Zuiderwijk was also a member of the Innovation Platform of the Dutch government (April 2007-May 2010) and a member of the Care Innovation Platform of the Dutch Ministry of Health (April 2008 - May 2010). Mrs. Zuiderwijk is a Dutch citizen.

P.F. (Peter) Hartman (1949)

Mr. Hartman was appointed as a member of the Supervisory Board on April 15, 2015. His current (first) term of office ends in 2019. Mr. Hartman is chair of the Remuneration Committee and a member of the Nominating & Corporate Governance Committee and the Strategy & Organization Committee.

Mr. Hartman is the chairman of the Supervisory Board of Fokker Technologies Group and of Texel Airport N.V.and a member of the Supervisory Board of Constellium B.V. He has been vice-chair of the Supervisory Board of Air France/KLM Group in 2013 - 2017. Before that, he spent 40 years working for KLM, the last seven of those as CEO.

Mr. Hartman is a Dutch citizen.

Jolande C.M. Sap (1963)

Ms. Sap was appointed as a member of the Supervisory Board on April 15, 2015. Her current (first) term of office ends in 2019. Ms. Sap is a member of the Audit Committee.

Ms. Sap dedicates herself to making the business world and society at large more sustainable. She occupies several supervisory and other functions, including chairing the Supervisory Boards of the GGZ affiliate Arkin, the Netherlands Public Health Federation and Fairfood International. Ms. Sap is also a member of the Supervisory Board of KPMG N.V. In addition, she is a partner at Camunico, a consultancy in the field of sustainable management. Between 2008 and 2012, Ms. Sap represented the Dutch Green Party, GroenLinks, in the lower house of the Dutch parliament, during the last two years of which she was party leader. Before that she worked as an economist in the fields of science, policy and business. She was, inter alia, head of the Incomes Policy department at the Ministry of Social Affairs and Employment, and director of the LEEFtijd center of expertise, a consultancy for sustainable employment issues. Ms. Sap is a Dutch citizen.

E.J.C. (Edzard) Overbeek (1967)

Mr. Overbeek was appointed as a member of the Supervisory Board on September 4, 2017. His current (first) term of office ends in 2021. He is a member of the Strategy & Organization Committee.

Mr. Overbeek is Chief Executive Officer of HERE Technologies. Having spent nearly 30 years in the ICT industry, Mr. Overbeek has gained extensive experience in the global digital and communication industry. Prior to joining HERE Technologies, he held several management roles at Cisco, including leading the global services organization and the Asia-Pacific, Japan & China region. Mr. Overbeek is a Dutch citizen.

Audit Committee

The Audit Committee consists of three Supervisory Board Members: Mr Van Bommel (Chairman), Mr García Moreno Elizondo 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 three Supervisory Board Members: Mr. Hartman (Chairman), Mrs. Zuiderwijk and Mr. Sickinghe.

The task of the Remuneration Committee is to assist the Supervisory Board regarding the development and appropriate application of remuneration policies for our Board of Management, including the remuneration of the members of the Board of Management for the coming year; the individual bonuses of members of the Board of Management on the basis of the policy framework for performance related pay, achieved targets and goals; allocation policies for options (to members of the Board of Management and to other KPN senior management) and the conditions under which options are granted; and the remuneration of members of the Supervisory Board for submission to the Supervisory Board and to the General Meeting of Shareholders.

Terms of Reference Remuneration Committee

Remuneration policy

The objectives and principles of KPN’s remuneration policy are based on a balanced approach between market competitive standards, the ratio between fixed- and variable pay (with a focus on long-term value creation) and the economic and social contribution of the company linked to the non-financial parameters of the variable pay:

Attracting, motivating and retaining the necessary leadership talent;
Complying with best practice in Corporate Governance;
Supporting a work environment where inspiring leadership is the norm;
Driving performance that generates long-term sustainable and profitable growth;
Encouraging customer satisfaction and loyalty, agility and innovation;
Creating economic value by addressing the needs and challenges of society.

KPN’s pay policy is guided by the following principles:

Paying at market-median level: this is achieved through benchmarking against an employment market peer group consisting of companies with which KPN generally competes for talent;
Enhancing transparency and clarity;
Rewarding a customer centric approach;
Balancing all stakeholder interests;
Paying for-performance; and
Differentiating by experience and responsibility, while promoting internal fairness: this is achieved through alignment of the pay with the responsibilities, relevant experience, required competence and performance of individual jobholders. Consequently, there can be substantial differentials in pay levels, despite employees having similar job titles.

These principles apply to all levels of senior management. The company’s pay policy is compliant with the relevant legal requirements and the principles of the Dutch Corporate Governance Code.

More details about the remuneration policy and remuneration of the members of the Board of Management can be found in the Remuneration Report by the Supervisory Board in the Integrated Annual Report 2017.

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee consists of three Supervisory Board Members: Mr. Sickinghe (Chairman), Mrs. Zuiderwijk and Mr. Hartman.

The task of the Nominating & Corporate Governance Committee is to assist the Supervisory Board with respect to the nomination of 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

Strategy & Organization Committee

The Strategy & Organization consists of five Supervisory Board Members: Mr. Haank (Chairman), Mr. Sickinghe, Mrs. Zuiderwijk, Mr. Overbeek and Mr. Hartman.

The purpose of the Strategy & Organization Committee is to work with the Board of Management to prepare and review topics concerning the strategy of the Company in advance of the meetings of the Supervisory Board. The most important objective thereby, is to provide the Supervisory Board with options in terms of strategic avenues going forward. The Strategy & Organization Committee will facilitate in-depth industry debates in the Supervisory Board based on solid analyses and scenario development of the customer, technologies, regulation and competition.

Terms of Reference Strategy & Organization Committee

CorporateGovernance