Legal StructureUnder Section 6, Part 4 of Book 2 of the Dutch Civil Code, the rules for large companies ("structuurvennootschap") are mandatory for KPN. As such, KPN has a two-tier management structure with a Board of Management and a Supervisory Board.
The Board of Management manages KPN"s strategic, financial and organizational matters and appoints senior managers.
The Supervisory Board appoints and discharges members of the Board of Management and establishes their individual remuneration within the boundaries of the remuneration policies approved by the Annual General Meeting and the recommendations by the Remuneration & Organization Development Committee. The Supervisory Board supervises and advices the Board of Management regarding strategic and organizational policymaking and the way in which the Board of Management 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.
Under Dutch corporate law, shareholders are entitled to approve decisions of the Board of Management that have a Company-transforming effect. Moreover, they are entitled to approve the remuneration policy and share (option) plans. Also, they are entitled to appoint members of the Supervisory Board upon proposal by the Supervisory Board and to dismiss the Supervisory Board.
Where relevant, changes in legislation will be implemented in KPN"s Articles of Association. The Articles were last amended on April 20, 2018.