Meetings of the Supervisory Board
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 2022 annual results, the 2023 quarterly and half-yearly results, and the 2024 budget were also discussed. Deep dives were held with internal and external experts present on ESG, competitive position, competition, and market share, the integrator proposition, CBS and IT.
Other topics discussed include PostNL’s financial position, the tender offer for the bond buyback as finalised on 14 November 2023, no longer being part of the AMX but of the AScX as per early 2023, IT developments and cybersecurity, business continuity, compliance, (interim) dividend and PostNL’s dividend policy, growth, the company's culture and investor feedback after management roadshows, as well as the remuneration policies for the Board of Management and Supervisory Board. And the appointment of Maurice Unck as successor of Bob van Ierland as director Mail NL and member of the Executive Committee per 1 January 2024 was discussed.
Furthermore, the Supervisory Board discussed potential acquisitions and divestments, the preparation of the AGM and the changes to - 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 progress on CSRD 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 2022 auditor’s report by PostNL’s external auditor KPMG and the 2022 Annual Report (including Financial Statements and Non-Financial Performance Statements) were discussed. For 2023 KPMG reported on their overall view on internal control and more specifically in relation to IT and non-financial reporting. 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, and provided their observations and recommendations on non-financial reporting including the step-up to reporting under the CSRD in 2024. 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 2023, 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 2023 evaluation of the Supervisory Board can be found in the 'Evaluation of the Supervisory Board' paragraph.