The Audit Committee met five times in 2022. In general, all meetings are attended by the CFO, director Audit & Security, director group Finance, director Accounting & Reporting and the external auditor, KPMG. The CEO attends the Audit Committee meetings when the half-year and full-year results are being discussed. The chairman of the Audit Committee regularly meets the external auditor without management present. 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 2022, the Audit Committee discussed PostNL’s full-year 2021 results, the outlook for 2022, the 2022 first-quarter, half-year and third-quarter results and the related press releases, as well as the trading updates issued during 2022, and the preliminary 2023 budget, in conjunction with the uncertainty as a result of macroeconomic circumstances going forward. 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 2021 Annual Report and the preparation of PostNL’s 2022 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 development of working capital, the strategy of Parcels, development of cost savings at Mail in the Netherlands, (interim) dividend and dividend policy, the adjustment to the pension plan, the capital allocation framework, and the relevant 2022 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 KPMG's audit plan and KPMG’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 2022.
The external audit fees were discussed and approved, and the evaluation of the performance of EY over the financial year 2021 was discussed. 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 2021, were also discussed. In relation to changes in laws and regulations governing financial reporting, the reporting obligations of the EU Taxonomy and the future reporting obligations of the CSRD, as well as the role of the Audit Committee, were addressed and discussed regularly.
The Nomination Committee had four meetings in 2022. The Nomination Committee discussed the overall composition of the Supervisory Board and its committees, and discussed the reappointment of Herna Verhagen as CEO and the appointments of Jeroen Veldstra and Jennifer Crites as members of the Executive Committee. Furthermore, the Nomination Committee was closely involved in adaptations to the organisation to reflect the shift in the company's commercial and operational focus towards e-commerce, including the changes made to the structure, way of working and the Executive Committee as of 1 January 2023. Also the nomination of Martin Plavec as member of the Supervisory Board, which nomination was made in consultation with VESA Equity Investment, was discussed.
The Nomination Committee furthermore discussed succession planning and talent management covering the Supervisory Board, the Board of Management and senior management, and diversity and inclusion within the company. Linked to this, the Nomination Committee discussed the ambitious and appropriate target numbers for the Board of Management and senior management to promote gender diversity.
In 2022, the Remuneration Committee had four 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 2022 AGM. Feedback was again requested from investors in relation to their view on the Remuneration Report as included in the 2021 Annual Report. Further details on the discussions in the Remuneration Committee and the 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 2022, and provides further insight into the remuneration policies as adopted at the AGM in 2022.