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, and the Strategic Plan. The 2020 annual results, the 2021 quarterly and half-yearly results, and the 2022 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 an adjustment to the remuneration policy for the Board of Management. In relation to our shareholders, the stake in PostNL acquired by VESA Equity Investment was also discussed.
Also the reappointment of Pim Berendsen as CFO was discussed, as well as the appointment of Bart Delmulle and the announcement by Resi Becker and Marcel Krom of their departure as members of the Executive Committee, including the plan to appoint their successors.
Furthermore, the Supervisory Board discussed potential acquisitions and divestments, the preparation of the AGM and 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. In this regard also the implementation of the Three Lines Model was discussed in the Audit Committee and 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 2020 auditor’s report by PostNL’s external auditor EY and the 2020 Annual Report (including Financial Statements and Non-Financial Performance Statements) were discussed. For 2021 EY reported that the main areas of risk (Key audit matter) are revenue-related accruals (terminal dues) and valuation of Mail in the Netherlands investment. Compared to the key audit matters identified in 2020, the sale-and-lease-back transaction completed in November 2020 is no longer included as key audit matters in light of the completion of the transaction in 2020. 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, in line with the Covid-19 communication protocol as prepared between PostNL and EY in 2020.
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 for the vacancy in the Supervisory Board. More details about the Supervisory Board can be found in the 'Corporate governance' chapter.
During 2021, 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. 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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