Governance

Procurement & Services handles procurement for PostNL in the Netherlands and collaborates with purchasing colleagues in Belgium. This means that the authority and responsibility for all purchases are centralised. Procurement & Services is also responsible for optimising and professionalising purchases within PostNL. By combining our purchasing power, we benefit and are better able to serve our customers.

Corporate governance is about sound business management. Our Board of Management, Supervisory Board, Executive Committee and shareholders’ meeting play an important part in maintaining this. Their roles, duties and rights are subject to the Dutch Civil Code, book 2, and PostNL’s articles of association. In addition, the Dutch Corporate Governance Code and the by-laws of the various corporate bodies of PostNL are relevant.

Articles of Association and by-laws PostNL:

• By-laws Board of Management
• By-laws Supervisory Board
• By-laws Executive Committee
• Terms of reference Disclosure Committee
• Diversity & inclusion policy

• Articles of Association of PostNL

The Dutch Corporate Governance Code is a code of conduct for Dutch listed companies and their shareholders. The Code includes principles of good corporate governance and best practice provisions. Companies may choose to deviate from the best practice provisions provided they give an explanation to their shareholders. PostNL devotes a separate chapter of its annual report to its corporate governance structure and compliance with the Code. Said chapter is presented as a separate agenda item for discussion at the annual shareholders' meeting.

Corporate governance is not just about management, but also about control, supervision and accountability. Auditors are therefore very important. The internal audit department of PostNL advises management. The external auditor, appointed by the General Meeting of Shareholders, performs an audit of the annual financial statements under the supervision of the Audit Committee of the Supervisory Board. PostNL has a legal obligation to arrange an external audit of its annual financial statements. This audit is important; the company – as well as its stakeholders such as customers, shareholders, banks, investors and regulators – rely on the annual accounts in their decision-making and must have confidence that figures are presented correctly.

PostNL reports annually on the external auditor’s reports in its Annual Report.