Articles of Association of PostNL
PostNL’s governance is subject to the Dutch Civil Code, book 2 and its articles of association. In addition, the Dutch Corporate Governance Code and the codes of conduct of the various corporate bodies of PostNL are relevant. The latter can be found at Board of Management and Supervisory Board.
Dutch Corporate Governance Code
Revised in December 2008, the Dutch Corporate Governance Code (also known as the 'Code Tabaksblat') is a code of conduct for Dutch listed companies and their shareholders.
Good corporate governance and best practices
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.
Annual report and shareholders' meeting
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.
At PostNL we want to do business in a fair and transparent manner. These values are laid down in our Business Principles, which guide us in our relationship with our colleagues, customers, business partners and society in general. Our Integrity Programme ensures that the Business Principles are applied consistently throughout the organisation.
Suppliers and (sub)contractors are important partners. We therefore expect them to act in accordance with relevant behavioural and ethical standards and the PostNL Business Principles. Group Procurement is responsible for procurement at PostNL and together with Corporate Responsibility ensures the sustainability of our supply chains.
Foundation Continuity PostNL
Foundation Continuity PostNL was established to protect the interests of PostNL and its affiliates.
More about the Foundation Continuity PostNL
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
More information on Foundation Continuity PostNL can be found at http://stichtingcontinuiteit-postnl.com