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 2017 and profile of the Supervisory Board was revised in 2013.

Composition and Rotation Plan SB
By-laws of the Supervisory Board
Retirement schedule of the Supervisory Board

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