Investor Relations

Corporate
Governance

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:

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.

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 Haank (Chairman), Mr García Moreno Elizondo, Ms Sap and Ms Guillouard.

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. Hartman (Chairman), Mrs. Zuiderwijk, Mr. Sickinghe, Mr. Haank and Ms. Sap.

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

Please see the following documents for our Remuneration policy:
Remuneration policy (15-04-2020, voting result AGM 2020; policy Board of Management: 97.87 percent in favor, 2.13 percent against, policy Supervisory Board: 99.27 percent in favor, 0.73 percent against)
Remuneration report 2019

Nominating & Corporate Governance Committee

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

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 four Supervisory Board Members: Mr. Overbeek (Chairman), Mr. Sickinghe, Mr. Garcia Moreno and Ms Guillouard. It follows the company’s strategy executions and prepares acts as a standing sounding committee for the Board of Management and on strategic matters, including in-depth industry debates on matters related to customers, technology, regulation and competition.

Terms of Reference Strategy & Organization Committee