PricewaterhouseCoopers Accountants N.V. examines and expresses opinions on the financial statements of PostNL N.V.

PostNL’s external auditor, PricewaterhouseCoopers Accountants N.V., is appointed by PostNL’s Annual General Meeting of Shareholders. PostNL’s Audit Committee of the Supervisory Board has the sole authority, subject to confirmation by the Supervisory Board, to recommend to the Annual General Meeting of Shareholders the appointment or replacement of the external auditor. The Audit Committee is directly responsible for the compensation and oversight of the work of the external auditor on behalf of the Supervisory Board (including resolution of disagreements between management and the external auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The Audit Committee is required to pre-approve all auditing and audit related services, and permitted non-audit services (including the fees and terms thereof) to be provided by the external auditor. The Audit Committee pre-approved all services performed in 2010, except for some services in the aggregate amount of around 1% of the total amount paid to the external auditor.

The Audit Committee grants year-long general pre-approval for certain routine services and specific pre-approval for additional services or budget allocations. Significant non-audit services require a tender process, and certain services are prohibited outright. In its approval-granting process, the Audit Committee considers the applicable regulations and stock exchange rules and whether the external auditor is best suited to perform the services effectively and efficiently. The Audit Committee also considers the ratio between the total amount of fees for audit and audit related services and the total amount of fees for non-audit services. The Audit Committee requires a formal written statement from the external auditor describing all relationships between the external auditor and PostNL. In principle, the lead (signing) partner and the concurring (review) partner of the external auditor are rotated after a maximum period of seven years.

The Audit Committee and the Board of Management are required once every three years to conduct a thorough assessment of the functioning of the external auditor within the various entities and in the different capacities in which the external auditor acts. The last assessment was held in 2010. The main conclusions of this assessment were communicated to the 2010 annual Annual General Meeting of Shareholders.

PostNL’s internal auditor function operates under the responsibility of the Board of Management and is subject to monitoring by the Supervisory Board, assisted by the Audit Committee. The Board of Management is required to ensure that the external auditor and the Audit Committee are involved in drawing up the tasks of the internal audit function.

The independent external auditor is required to attend the meetings of the Supervisory Board at which the financial statements and the audit report of the external auditor with respect thereto are discussed.

The contact details are:

PricewaterhouseCoopers Accountants N.V.
Attn. H.C. Wüst RA
Thomas R. Malthusstraat 5
1066 JR Amsterdam
The Netherlands
Tel: +31 (0)88 792 0020
Fax: +31 (0)88 792 9640

Auditor independence

At times PostNL uses its external auditor to provide services in cases where these services do not conflict with the external auditor’s independence. The PostNL Group Policy Auditor Independence & Pre-Approval governs how and when PostNL may engage its external auditor. In this policy rules and procedures of potential conflicts of interest between the external auditor and PostNL are stated.

External auditor fees

The fees can be divided into the following categories:

• Audit fees include the audit of PostNL’s annual financial statements, procedures on internal controls and the review of interim financial statements, statutory audits, services associated with issuing an audit opinion on the postal concession reporting and services that only the auditor can reasonably provide.
• Audit related fees include employee benefit plan audits, due diligence related to mergers and acquisitions, internal control reviews, consultation concerning financial accounting and reporting matters not classified as audit.
• Tax advisory costs include tax compliance, tax advice, including all services performed by the auditor’s professional staff in its tax division, except those rendered in connection with the audit.
• Other fees include financial risk management reviews and audit of corporate sustainability reports.