Corporate Governance Framework

Corporate Governance Framework

The corporate governance framework of KPN is in line with the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code as well as applicable securities laws. Furthermore, the company is governed by its Articles of Association and internal procedures, such as the by-laws of the Board of Management and the Supervisory Board.

Royal KPN N.V. is a public limited liability company established under the laws of the Netherlands, with ordinary shares listed on Euronext Amsterdam. The Articles of Association of KPN were last amended on 20 April 2018.

KPN qualifies as a ‘large company’ (structuurvennootschap) within the meaning of the Dutch Civil Code and applies the relevant rules of Dutch corporate law. KPN has a two-tier management structure with a Board of Management and a Supervisory Board. The Board of Management is entrusted with the management of the company. 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. In the performance of their duties, the members of the Board of Management and the Supervisory Board are guided by the interests of the company and the enterprise connected therewith and take the relevant stakeholder interests into account. The Board of Management is accountable to the General Meeting of Shareholders in accordance with Dutch legislation.

The Supervisory Board appoints and discharges members of the Board of Management. Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon binding nomination by the Supervisory Board.

KPN conducts a corporate governance policy consistent with the Dutch Corporate Governance Code , which is based on the "comply or explain" principle.

The Corporate Governance Code defines a company as a long-term alliance between the various stakeholders involved. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of the company’s objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders. The board of management and the supervisory board have responsibility for weighing up these interests, generally with a view to ensuring continuity of the company and its affiliated enterprise, as the company seeks to create long-term value.

KPN supports the principles of the Corporate Governance Code and complies with almost all best practice provisions. Please refer to the document below for further details on how KPN applies the principles and best practices of the Corporate Governance Code.