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 2023 annual results, the 2024 quarterly and half-yearly results, and the 2025 budget were also discussed. Deep dives were held with internal and external experts present on artificial intelligence, the Out-of-Home and Ecommerce network strategy and the strategy in relation to the large Asian web shops in conjunction with ESG, and the future of mail. And regularly discussed were the competitive position, competition, market share, cost savings initiatives and the integrator proposition.
Other topics discussed include PostNL’s financial position, the issuance of the €300 million sustainability-linked notes, 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 Willem Jan van Tongeren as successor of Jennifer Crites as CIO and member of the Executive Committee per 1 September 2024 was discussed.
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 progress on CSRD was also extensively 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 2023 auditor’s report by PostNL’s external auditor KPMG and the 2023 Annual Report (including Financial Statements and Non-Financial Performance Statements) were discussed. For 2024 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 with the implementation of SAP S/4HANA. Also KPMG provided recommendations for further improvement of the internal control, reflected on the observations towards the culture of PostNL and provided their observations and recommendations on non-financial reporting, including in relation to the implementation of CSRD. 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 2024, all regular meetings between the Supervisory Board and the Board of Management were 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 2024 evaluation of the Supervisory Board can be found in the Evaluation of the Supervisory Board section.