The Supervisory Board oversees strategic and organizational policymaking by the Board of Management and the way in which it manages and directs the operations of the company and affiliated/associated companies.
Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon binding nomination by the Supervisory Board. The nominees must fit within the profile of the Supervisory Board. The General Meeting of Shareholders and the Central Works Council can make a recommendation.
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.
Four committees assist the Supervisory Board:
- 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 were revised in 2017 and profile of the Supervisory Board was revised in 2013.
D.W. (Duco) Sickinghe (1958)more
Mr. Sickinghe was appointed as a member of the Supervisory Board on April 9, 2014, and has chaired the Supervisory Board since April 15, 2015. His current (first) term of office ends in 2018. 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)more
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 CEO of SpringerNature. He is a member of the Supervisory Council of the Dutch broadcast association AvroTros. Before his appointment at Springer, Mr. Haank was 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)more
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., which is a world-wide operating supplier of semiconductor process equipment 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 Elizondomore
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)more
Ms. Zuiderwijk was appointed as a member of the Supervisory Board on April 9, 2014, and her current (first) term of office ends in 2018. She is a member of the Strategy & Organization Committee, the Remuneration Committee and the Nominating & Corporate Governance Committee.
Ms. 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 the Board of Publiq. Between 1993 and 2003, Ms. Zuiderwijk worked at PinkRoccade, occupying various management posts. Thereafter, Ms. 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. Ms. 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). Ms. Zuiderwijk is a Dutch citizen.
P.F. (Peter) Hartman (1949)more
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.
Since 2013, Mr. Hartman has been vice-chair of the Supervisory Board of Air France/KLM Group. Before that, he spent 40 years working for KLM, the last seven of those as CEO. He is a member of the Supervisory Boards of Fokker Technologies Group and Koninklijke Ten Cate, a non-executive director of Constellium and a member of the Supervisory Board of Wageningen UR.In addition, Mr. Hartman is chair of the Advisory Council for Aeronautics Research in Europe (ACARE) and a member of the Advisory Boards of Space Expedition Corporation and the Nederlands Lucht- en Ruimtevaartfonds (Dutch Aviation and Space Travel Foundation). Mr. Hartman is a Dutch citizen.
Jolande C.M. Sap (1963)more
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. 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, among other things, 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)more
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 CommitteeThe 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.
The Remuneration Committee consists of three Supervisory Board Members: Mr Hartman (Chairman), Ms 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
KPN is dedicated to fostering a strongly action and innovation -oriented culture aimed at delivering results. KPN’s pay programs therefore emphasize variable pay and long-term value creation. KPN’s plans are designed to achieve the following objectives:
- Attracting, motivating and retaining the necessary leadership talent in order to sustain and expand KPN’s unique competencies and capabilities;
- Driving performance that generates long-term sustainable and profitable growth;
- Supporting a work environment where inspiring leadership is the norm;
- Encouraging customer satisfaction and loyalty, agility and innovation
- Linking rewards to value creation for shareholders and other stakeholders;
- Complying with best practice in Corporate Governance; and
- General acceptance by stakeholders.
KPN’s pay policy is guided by three broad 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;
- Pay-for-performance: target pay aims at 30-40% of pay in base salary, and 60–70% in variable pay in order to maintain a strong alignment with the company’s annual financial performance goals and long-term value creation strategy; and
- Differentiating by experience and responsibility: 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 2015.
Nominating & Corporate Governance Committee
The Nominating & Corporate Governance Committee consists of three Supervisory Board Members: Mr Sickinghe (Chairman), Ms 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 & Corporate Governance Committee
Strategy & Organization
The Strategy & Organization consists of four Supervisory Board Members: Mr Haank (Chairman), Mr Sickinghe, Ms Zuiderwijk 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