In our scheduled meetings we addressed the focus items listed above, as well as topics that we address every year, including business, financial, market, and regulatory developments in PostNL’s business segments. The 2019 annual results, the 2020 quarterly and half-yearly results and the 2021 budget were also discussed.
Other topics discussed include PostNL’s financial position, the re-appointment of EY as external auditor for the year 2021 and the selection of KPMG as auditor from 2022, IT developments, business continuity, (interim) dividend and PostNL’s dividend policy, growth, the company's culture and investor feedback after management roadshows as well as the new proposed - and adopted - remuneration policies for the Board of Management and Supervisory Board. Furthermore, the Supervisory Board discussed potential acquisitions and divestments, the preparation of the AGM and the compliance with the Code. Twice a year, the Supervisory Board discusses a litigation overview, describing claims (including tax) against PostNL and litigation concerning PostNL (with a threshold of €250,000). The Supervisory Board also receives an update on integrity (including the fraud & whistle-blower report) twice a year. The outcome of the risk management process, the main risks identified, and the mitigation plans in place to manage these risks were shared with the Audit Committee and with the Supervisory Board. A description of PostNL’s major risks and its risk management can be found in the 'Risk and opportunity management' chapter.
The Supervisory Board performs an oversight role with respect to non-financial issues, supported by PostNL’s internal audit department, which monitors the non-financial governance structure and reporting. Next to this responsibility, the Supervisory Board discussed various non-financial related issues besides the topics addressed in the focus items listed above, including pensions, career and management development, the reputation of PostNL, customer satisfaction, and the relations between the Supervisory Board and the Board of Management with the works councils and trade unions.
Additionally, the 2019 auditor’s report by PostNL’s external auditor EY and the 2019 Annual Report (including Financial Statements and Non-Financial Performance Statements) were discussed. For 2020 EY reported that the main areas of risk (Key audit matters) are valuation of Mail investment, terminal due position and the sale-and-lease-back transaction completed in November 2020. Compared to the key audit matters identified in 2019, the acquisition of Sandd and discontinued operations are no longer included as key audit matters in light of the completion of the integration of Sandd and the divestments of Postcon and Nexive including the recoverability of the deferred tax assets and the valuation of the related earnout of Postcon. In light of Covid-19 the year-end audit work of EY was carried out remotely, whereby conversations and discussions took place via digital meetings. A Covid-19 communication protocol was prepared between PostNL and EY for the year-end closing period, which led to a clear top down working structure.
The Supervisory Board furthermore discussed its composition and that of its committees and the profile of the Supervisory Board. The Supervisory Board has held interviews with several candidates as potential new Supervisory Board members. More details about the Supervisory Board can be found in the 'Corporate governance' chapter.
During 2020, physical meetings between the Supervisory Board and Board of Management proved to be difficult as a result of Covid-19, resulting in most meetings being held digitally apart from the annual strategy meeting between the Supervisory Board, Board of Management and Executive Committee. This meant that informal sessions as mentioned in the 2019 annual report between the Supervisory Board and Board of Management were only held digitally. Overall however, the quality of the digital meetings was good and constructive. Building on earlier evaluations, the Supervisory Board takes its time for discussions with the Supervisory Board only by making this a recurring item on the agenda of each meeting.
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