Articles of Association of PostNL
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.
Dutch Corporate Governance Code
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.
Foundation Continuity PostNL
The Foundation Continuity PostNL was established to protect the interests of PostNL and its affiliates.
PostNL and Foundation Continuity PostNL have entered into a call-option agreement. The Foundation can exercise the call option in order to protect the continuity, autonomy and identity of PostNL. The Foundation Continuity PostNL has the right to acquire a number of preference shares B, not exceeding the total amount of issued shares minus one and minus any shares already issued to the Foundation. The possibility of exercising the call option is intended as a preventive measure against influences that might threaten the continuity, autonomy or identity of PostNL. The preference shares B will be outstanding no longer than is strictly necessary.
Application for inquiry with the Enterprise Chamber
PostNL has granted the Foundation Continuity PostNL the right to file an application for inquiry with the Enterprise Chamber of the Amsterdam Court of Appeal. Such an application may result in an inquiry into the policy and conduct of PostNL’s business, whereby the Enterprise Chamber may determine immediate provisions if they are deemed necessary.
Management Foundation Continuity PostNL
The members of the board of the Foundation Continuity PostNL are Messrs J.H.M. Lindenbergh (chairman), W. van Vonno and M.P. Nieuwe Weme.
Regulations regarding trade in PostNL securities by PostNL board members and staff
In accordance with regulations preventing insider trading and/or market manipulation, members of the Supervisory Board, the Board of Management, the Executive Committee and PostNL’s senior management are subject to the PostNL rules to prevent insider trading in PostNL’s financial instruments. Additionally, members of the Supervisory Board, the Board of Management and Executive Committee must report transactions in PostNL financial instruments.
Reporting to the Dutch Financial Markets Authority
Each member of the Supervisory Board and the Board of Management must report all shares and voting rights held in PostNL to the Dutch Financial Markets Authority (AFM). The members of the Supervisory Board, the Board of Management and Executive Committee must also report every transaction in PostNL financial transactions made by him/her or on his/her behalf. These filings are published on the website of the AFM, and can be consulted in the AFM register.
More information about the Supervisory Board and Board of Management’s ownership of PostNL financial instruments can be found in the most recent version of our annual report.
Members of the Supervisory Board, the Board of Management, the Executive Committee and other designated PostNL staff members must adhere to regulations regarding the prevention of insider trading, as laid down in our Group Policy on Insider Trading. These provisions stem from European and Dutch regulations preventing insider trading and/or market manipulation.