General information

Board structure, composition and responsibilities

Board of Management

The Board of Management is responsible for the day-to-day management of PostNL. It holds collective responsibility for defining, implementing, and continuously evaluating our mission, vision, strategy, objectives, and corporate culture. This includes oversight of our business principles, group policies, and procedures, such as our whistleblowing policy and anti-corruption and anti-bribery procedures. Additionally, the Board manages the company’s risk profile as defined by our strategic direction, the company’s financing structure, non-financial policies, external communication, and ensures compliance with all relevant laws and regulations.

By enforcing our group policies and procedures across the entire value chain, the Board of Management ensures a solid foundation for ethical business conduct. This approach mitigates potential regulatory, legal, and reputational risks arising from misconduct and reinforces our corporate culture. The Board of Management acts in the best interests of PostNL, with a focus on sustainable long-term value creation. In doing so, it carefully considers the interests of all stakeholders and is dedicated to leading the company in a transparent manner.

The Board of Management performs its activities under the supervision of the Supervisory Board. It informs the Supervisory Board of significant developments and discusses, inter alia, risk management, internal control, integrity and compliance systems with the Supervisory Board and its Audit Committee.

The Supervisory Board conducts an annual assessment of the performance of the Board of Management, including its individual members. The outcomes of this evaluation are discussed, particularly in the context of succession planning for members of the Board of Management. Additionally, the Board of Management undertakes a self-assessment of its collective performance as well as that of its individual members.

Specific staff departments – Audit & Security, Legal, Tax, Procurement & Services, Human Resources, Investor Relations, Treasury, Public Affairs, Corporate Strategy, Communication and Finance – support the Board of Management and the business segments in the performance of their duties and ensure compliance with applicable laws and regulations.

The Board of Management incorporated the following bodies to ensure compliance with applicable corporate governance requirements: a Disclosure Committee and an Integrity Committee.

The Disclosure Committee advises and assists the Board of Management in ensuring compliance with regulations relating to the publication of price-sensitive information. The Disclosure Committee is composed of the CFO, director Legal, director Communication, Investor Relations, and the corporate secretary. The Disclosure Committee reports directly to the Board of Management. The terms of reference of the Disclosure Committee can be found on our website.

The Integrity Committee advises and assists the Board of Management in developing, implementing and monitoring group policies aimed at enhancing integrity and ethical behaviour and at preventing irregularities, misconduct and fraud. The Integrity Committee oversees investigations based on reports of possible breaches under our business principles and related policies. More information on integrity and the Integrity Committee can be found later in this chapter.

Members of the Board of Management are appointed and can be suspended or dismissed by the Supervisory Board. A decision by the Supervisory Board to dismiss a member of the Board of Management can only be taken after the General Meeting of Shareholders has been consulted on the intended dismissal.

Further details on the appointment and dismissal of members of the Board of Management can be found in our articles of association, which are available on our website. The by-laws of the Board of Management also can be found on our website.

At year-end 2024, the Board of Management consisted of two members: the chairman and chief executive officer (CEO) Herna Verhagen and the chief financial officer (CFO) Pim Berendsen.

Herna Verhagen (1966, Dutch, female) – Chief Executive Officer

Herna Verhagen became chief executive officer on 24 April 2012. She was appointed as a member of the Board of Management on 31 May 2011, then reappointed on 14 April 2015, 16 April 2019, and 18 April 2023, each time for a four-year term. Herna started working for one of the legal predecessors of PostNL in 1991 as sales manager. Subsequent roles included marketing and sales director, coordinating managing director Mail Netherlands in the Mail division and managing director Group HR of TNT.

Herna Verhagen is responsible for Mail in the Netherlands, E-commerce Commerce, E-commerce Operations, Logistics Solutions, CBS, and Digital. Her portfolio also includes corporate strategy, public affairs, communication, corporate responsibility, human resources, IT, and internal audit.

In addition, she serves as a member of the Supervisory Board of ING Group and Philips, and she is also a member of the Supervisory Board of the Concertgebouw in Amsterdam.

Herna Verhagen holds two positions as referred to in article 2:132a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix Glossary and definitions.

Pim Berendsen (1973, Dutch, male) – Chief Financial Officer

Pim Berendsen was appointed chief financial officer and member of the Board of Management on 18 April 2018, and reappointed for a period of four years on 19 April 2022. Pim Berendsen joined PostNL and its legal predecessors in 2000 and held various positions, including financial director and managing director Data and Document Management Unit, financial director Euromail and manager strategy and M&A of Cendris. Between 2013 and 2015 he was director corporate development of Van Gansewinkel Group, returning to PostNL in 2015 to become member of the Executive Committee, responsible for International, M&A and Growth. He started his career as an international tax advisor at Arthur Andersen.

Pim Berendsen is responsible for finance, legal, procurement & services, investor relations, M&A, tax and the integrator proposition. He is chairman of the board of advice of Endeit Investment Fund, chairman of the Johan Cruijff Foundation, non-executive member of the board of Whistl and a member of the executive committee and general board of the Confederation of Netherlands Industry and Employers (VNO-NCW).

Pim Berendsen holds no positions as referred to in article 2:132a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix Glossary and definitions.

Executive Committee

PostNL has an Executive Committee established to advise and support the Board of Management in the execution of its duties and responsibilities. The Executive Committee assists the Board of Management in achieving the company’s business objectives and implementing its strategic priorities, providing additional expertise and support where needed. Furthermore, the Executive Committee oversees the development and management of PostNL's senior leadership talent, ensuring a consistent approach to talent management across all business segments.

Members of the Executive Committee maintain regular contact with the Supervisory Board, both formally during Supervisory Board meetings and informally, at the initiative of either a member of the Executive Committee or the Supervisory Board. The CEO serves as the primary liaison between the Executive Committee and the Supervisory Board, including its chair.

At year-end 2024, the Executive Committee was composed of the following nine members:

  • Herna Verhagen (CEO and chair)
  • Pim Berendsen (CFO)
  • Maurice Unck, responsible for Mail Netherlands
  • Tijs Reumerman, responsible for Cross Border Solutions
  • Jeroen Veldstra, responsible for HR
  • Iris van Wees, responsible for E-commerce Operations
  • Stephan van den Eijnden, responsible for E-commerce Commerce
  • Willem-Jan van Tongeren, Chief Information Officer, responsible for IT
  • Bart Delmulle, Chief Digital Officer

Each Executive Committee member bears responsibility for the operations and management in their business unit or staff function, in line with PostNL’s policies, values and principles and compliance standards. The Board of Management reviews and assesses the performance of the Executive Committee, as well as the effectiveness of the governance structure of the Executive Committee, at least once a year. In doing so, the Board of Management shall take account of the checks and balances that are part of PostNL’s two-tier system, such as whether the Supervisory Board is informed adequately.

With the exception of the members of the Board of Management, Executive Committee members are appointed, suspended and dismissed by the Board of Management.

The by-laws of the Executive Committee can be found on our website.

Supervisory Board

The Supervisory Board is charged with supervising the Board of Management and the general course of affairs of PostNL, as well as assisting the Board of Management with advice. The Supervisory Board evaluates the main organisational structure and the risk management, internal control, integrity and compliance systems established by the Board of Management, as well as the general and financial risks.

In performing its duties, the Supervisory Board acts in accordance with the interests of PostNL and considers the relevant interests of the company’s stakeholders. The responsibility for proper performance of its duties is vested in the Supervisory Board as a whole. Members of the Supervisory Board perform their duties without mandate and independent of any particular interest in the company's business. Members of the Supervisory Board may take views that differ from those of the Board of Management. PostNL’s Supervisory Board is responsible for the quality of its own performance, which is reviewed annually.

The Supervisory Board performs an oversight role with respect to corporate responsibility issues supported by PostNL’s internal audit function and the company’s external auditors who provide assurance on non-financial reporting.

The Board of Management provides the Supervisory Board with the information necessary for the proper performance of its duties in a timely manner. In addition, the Board of Management is required to provide the means to allow the Supervisory Board and its individual members to obtain all information necessary to be able to function as the supervisory body of PostNL. The Board of Management seeks full transparency in its communication with the Supervisory Board.

The by-laws of the Supervisory Board can be found on our website.

Appointment and dismissal

Members of the Supervisory Board are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board. The General Meeting of Shareholders can dismiss the Supervisory Board in its entirety by an absolute majority of the votes cast representing at least one-third of the issued share capital. According to the by-laws and the profile of the Supervisory Board, a person may be appointed to the Supervisory Board for a maximum period of four years and may then be reappointed once for another four-year period.

The Supervisory Board member may subsequently be reappointed again for a period of two years, and this appointment may be extended by at most two years. PostNL’s articles of association provide that members of the Supervisory Board shall resign periodically in accordance with a rotation plan drawn up by the Supervisory Board in order to limit the number of simultaneous appointments or reappointments. The rotation plan is available on our website. Further details on the appointment and dismissal of members of the Supervisory Board can be found in our articles of association.

Composition

Pursuant to our articles of association, the Supervisory Board has at least three members. Taking this requirement into account, the Supervisory Board decides on the number of its members. At the date of this report, the Supervisory Board consisted of eight members. The Supervisory Board prepared a profile of its size and composition, taking into account the nature of PostNL’s business and activities and the desired expertise, competences, diversity and background of the members of the Supervisory Board. Since PostNL is a so-called large company (structuurvennootschap), the Central Works Council, composed of elected employees from the workforce, has an enhanced right of recommendation (versterkt recht van aanbeveling) with regard to one third of the total number of Supervisory Board members. The Supervisory Board shall nominate a person recommended by the Central Works Council pursuant to the enhanced right of recommendation unless the Supervisory Board objects to the recommendation because it considers the recommended person unsuitable for the exercise of the duties of a Supervisory Board member or because the Supervisory Board shall not be composed properly if the recommended person would be appointed. At the date of this report, two members of the Supervisory Board are appointed taking into account such enhanced right of recommendation: Ad Melkert and Hannie Vlug.

Since PostNL is a so-called large company (structuurvennootschap), the Central Works Council, composed of elected employees from the workforce, has an enhanced right of recommendation (versterkt recht van aanbeveling) with regard to one third of the total number of Supervisory Board members. The Supervisory Board shall nominate a person recommended by the Central Works Council pursuant to the enhanced right of recommendation unless the Supervisory Board objects to the recommendation because it considers the recommended person unsuitable for the exercise of the duties of a Supervisory Board member or because the Supervisory Board shall not be composed properly if the recommended person would be appointed.

At the date of this report, two members of the Supervisory Board are appointed taking into account such enhanced right of recommendation: Ad Melkert and Hannie Vlug. The Supervisory Board also adopted a diversity, equity and inclusion policy for PostNL addressing the composition of the Supervisory Board and Board of Management, which also applies to the Executive Committee. This policy can be found on our website.

The Supervisory Board ensures that its composition meets the required profile and is as independent and diverse as possible, assuring sufficient knowledge of mail and communication, logistics, corporate responsibility, digitalisation, sustainability, management, public affairs, IT, finance, corporate governance and the capital markets. A Supervisory Board member must be capable of assessing the broad outline of the company’s overall policy and should have the specific expertise required to fulfil the duties assigned to their designated role within the framework of the profile. Each member should have sufficient time available for the proper performance of their duties.

The Supervisory Board evaluates its profile regularly and discusses the profile at the Annual General Meeting of Shareholders and with PostNL’s central works council when it amends the profile. The profile of the Supervisory Board is available on our website.

Chair

The chair of the Supervisory Board determines the agenda and presides over meetings of the Supervisory Board. The chair is responsible for the proper functioning of the Supervisory Board and its committees. In addition, the chair arranges an introduction and training programme for new members of the Supervisory Board and initiates the evaluation of the performance of the members of the Supervisory Board and the Board of Management. The chair of the Supervisory Board may not be a former member of PostNL’s Board of Management.

Corporate secretary

The Executive Committee, Board of Management and Supervisory Board are assisted by PostNL’s corporate secretary. All members of the Executive Committee, Board of Management and Supervisory Board have access to the advice and services of the corporate secretary, who is responsible for ensuring that the Executive Committee, Board of Management and Supervisory Board procedures are followed and that each of these bodies acts in accordance with the law, the articles of association and the relevant by-laws.

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