The Audit Committee met once in person (in November) and had four digital meetings in 2021. In general, all meetings are attended by the CFO, director Audit & Security, director group Finance, director Accounting & Reporting and the external auditor, EY. The CEO attends the Audit Committee meetings when the half-year and full-year results are being discussed. The chairman of the Audit Committee meets the external auditor without management regularly. Additionally, the director Audit & Security regularly meets the chairman of the Audit Committee without management, and meets the chairman of the Supervisory Board at least once a year.
At each meeting, the Audit Committee discusses the results of and developments in PostNL’s business segments. In 2021, the Audit Committee discussed PostNL’s full-year 2020 results, the outlook for 2021, the 2021 first-quarter, half-year and third-quarter results and the related press releases, and the 2022 budget, in conjunction with the impact of Covid-19 on people and operations and uncertainty in this regard going forward. Also, the intention to launch a share buyback programme was discussed. Furthermore, the Audit Committee discussed the Eumedion, VEB and VBDO focus letters, the risk paragraph and the quantity and quality of the explanatory notes in the financial reports of the 2020 Annual Report and the preparation of PostNL’s 2021 Annual Report.
The main financial factors influencing the strategic plan and PostNL’s financial performance, including volume developments, pricing, cost savings, competition and market share, regulatory developments, economic developments, pensions, and employee conditions were discussed. The Audit Committee also discussed the renewal of the revolving credit facility, the sale of Nexive to Poste Italiane, the development of working capital, the strategy of Parcels', development of cost savings at Mail in the Netherlands, the impact of the change in VAT regulation for small non-EU goods and other regulations in China, (interim) dividend and dividend policy, the capital allocation framework, and the relevant 2021 tax matters, including matters such as transparency, tax planning, and tax risk management. Cyber security and IT, including digital ethics, were also recurring items on the agenda of the Audit Committee. The Audit Committee discussed reports on internal control and risk management (reports which are, if necessary, also discussed in the Supervisory Board). Reports from the internal audit function and the external auditor, including the internal audit and EY's audit plan and EY’s board reports, were discussed regularly. The Audit Committee receives and discusses half-yearly updates on integrity issues (including the fraud & whistle-blower report), claims and litigation, compliance and any actions taken by management, if applicable. Fortunately, no material fraud-related incidents were reported in 2021.
The external audit fees were discussed and approved, and the performance of EY was discussed. The Audit Committee had a leading role in the decision on the re-appointment of EY as external auditor for 2021 and the selection of KPMG as auditor as of 2022. Furthermore, contemplated changes in the laws and regulations governing financial reporting, the quality assessment and performance of PostNL’s internal audit function, and the development of the actions to mitigate the deficiencies reported by the external auditor and internal auditor function over 2020, were also discussed.
The Nomination Committee had five digital meetings in 2021. The Nomination Committee discussed the selection and nomination of a new member for the Supervisory Board, and has held several interviews with potential candidates. Furthermore, the overall composition of the Supervisory Board and its committees were discussed. Also, the Nomination Committee discussed the reappointment of Pim Berendsen as CFO, as wells 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. The Nomination Committee also discussed succession planning and talent management in respect of the Supervisory Board, the Board of Management and senior management, and diversity and inclusion within the company. In this regard, the Nomination Committee discussed the ambitious and appropriate target numbers for the Board of Management and senior management to promote gender diversity.
In 2021, the Remuneration Committee met once in person (in November) and had five digital meetings. It discussed the remuneration of the members of the Board of Management and the Executive Committee and of senior management, PostNL’s remuneration policy and the preparation of the discussion of the remuneration policy at the 2021 AGM. During 2021 a road show was held with the Director of HR, the Director Investor Relations , investors and other stakeholders to discuss an adjustment to the remuneration policy for the Board of Management and Supervisory Board, to be tabled for approval at the AGM in 2022. Feedback was again requested from investors in relation to their view on the Remuneration Report as included in the annual report 2020. Further details on remuneration for the Board of Management and the Supervisory Board can be found in the 'Remuneration report' chapter, which includes a further explanation of the remuneration policy and the actual remuneration and relationship between remuneration and performance of members of the Board of Management for 2021, and provides further insight into the remuneration policies as adopted at the AGM in 2021.