In addition to the topics mentioned in the conversation with the chairman, the Supervisory Board discussed a wide range of other topics during the year. These included business, financial, market, and regulatory developments in PostNL’s business segments, and the Strategic Plan. The 2021 annual results, the 2022 quarterly and half-yearly results, and the 2023 budget were also discussed. Deep dives were held with internal and external experts present on the social policy of PostNL, pensions and cyber security.
Other topics discussed include PostNL’s financial position, 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 Supervisory Board also discussed the stake VESA Equity Investment acquired in PostNL, and the nomination of Martin Plavec as member of the Supervisory Board, which nomination was made in consultation with VESA Equity Investment.
The reappointment of Herna Verhagen as CEO was discussed, as were the appointments of Jeroen Veldstra and Jennifer Crites as members of the Executive Committee. Several discussions were held between the Board of Management and the Supervisory Board on adapting the organisation to reflect the shift in the company's commercial and operational focus towards e-commerce, including to the structure, way of working and the Executive Committee as of 1 January 2023. Iris van Wees has become responsible for the new business unit E-commerce Operations, working closely together with Stephan van den Eijnden, the new EC-member responsible for E-commerce Commerce. Tijs Reumerman, who was already responsible for our international activities at CBS, will continue with that responsibility as member of the EC.
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. The implementation of the Three Lines Model was also 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 NPS, and relations between the Supervisory Board and the Board of Management with the works councils and trade unions.
Additionally, the 2021 auditor’s report by PostNL’s external auditor EY and the 2021 Annual Report (including Financial Statements and Non-Financial Performance Statements) were discussed. For 2022 KPMG performed its first audit and reported on their overall view on internal control and their views on culture and behaviour based on their soft control model. In relation to internal control KPMG concluded that PostNL has a mature internal control framework with a good balance between preventive and detective controls, where there is room for further automation. Also KPMG provided recommendations for further improvement of the internal control, provided their observations on non-financial reporting and on the design of the Data Governance Board of PostNL. The Data Governance Board promotes and governs effective and efficient use of high-quality data throughout the entire PostNL organization, in line with regulation and PostNL as a trusted brand. The audit work of KPMG was carried out on site, with conversations and discussions taking place in a cooperative and constructive way.
The Supervisory Board discussed its composition and that of its committees and the profile of the Supervisory Board. More details about the Supervisory Board can be found in the 'Corporate governance' chapter.
During 2022, all regular meetings between the Supervisory Board and the Board of Management were once again held face-to-face, and additional meetings were mostly held digitally. Overall, the quality of the meetings was good and constructive. Building on earlier evaluations, the Supervisory Board ensures that it plans in sufficient time for Supervisory Board-only discussions by having this as a recurring item on the agenda of each meeting. Further information on the 2022 evaluation of the Supervisory Board can be found in the 'Evaluation of the Supervisory Board' paragraph.