The governance system of PostNL N.V. is a two-tier board, comprising a board of management entrusted with the executive management under the supervision of an independent supervisory board. Meetings of shareholders are held at least once a year, in which amongst others the annual report is discussed and the financial statements are adopted.
As rules of the large company regime apply to PostNL N.V., certain corporate decisions need to be approved by the Supervisory Board. For a list of these decisions reference is made to article 25 of the Articles of Association of PostNL N.V.
On 10 December 2008 the Dutch Corporate Governance Code Monitoring Committee (the “Committee”) published a revised Dutch corporate governance code (the "Code") with principles of good corporate governance and best practice provisions, based on the Dutch Corporate Governance Code that was published on 9 December 2003 (the “2003 Code”). The Code replaced the 2003 Code and came into effect on 1 January 2009.
The Code applies to all companies whose statutory seat is in the Netherlands and whose shares (or certificates of these shares) are admitted to listing on NYSE Euronext Amsterdam. The Code contains principles, set out in the form of specific best practice provisions, that create a set of standards governing the conduct of management board members, supervisory board members and shareholders. They reflect national and international best practices and may be regarded as outlining the general principles of good corporate governance. Listed companies may choose to deviate from the best practice provisions.
PostNL devotes a separate chapter of its annual report to a broad outline of its corporate governance structure, which states how the principles and best practice provisions of the Code were applied in the past year, or, in the event that a provision was deviated from, states the reason(s) for this course of action. Said chapter is presented as a separate agenda item for discussion at PostNL’s annual general meeting of shareholders.
‘Stichting Continuïteit PostNL’ (Foundation Continuity PostNL) was formed to safeguard PostNL’s interests and the interests of the enterprises connected with PostNL and all parties involved thereto, by, among other things, preventing as much as possible any influence that could threaten the continuity, the independence and the identity contrary to such interests.
PostNL and Foundation Continuity PostNL have entered into a call-option agreement pursuant to which 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 Foundation Continuity PostNL. The possibility for exercising the call option by Foundation Continuity PostNL is meant as a preventive countermeasure against influences which might threaten the continuity, independence and identity contrary to such interests. The preference shares B will be outstanding no longer than is strictly necessary.
PostNL has granted Foundation Continuity PostNL the right to file an application for an inquiry into the policy and conduct of PostNL’s business with the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer), whereby the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) may determine immediate provisions should such be necessary.
The members of the board of the Foundation Continuity PostNL are R. Pieterse (chairman), J.H.M. Lindenbergh, W. van Vonno and M.P. Nieuwe Weme.
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
Tel: +31 (0)88 792 0020
Fax: +31 (0)88 792 9640
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.
|Audit fees (in € millions)||2011||2010|
|Audit related fees||1||10|
|Tax advisory fees||0||1|