1.4 CSRD governance
CSRD programme structure
In 2025, we started the transition from a programme structure to implement the CSRD to integration of the CSRD into the business. Members from Group Reporting, Group ESG Strategy, and the Business work collaboratively on this with support from Risk Management and Internal Control (RMIC). We continued the temporary governance structure for as long as required to ensure the successful and timely implementation of CSRD, including the establishment of a temporary CSRD Steering Committee, chaired by the CFO, who is the ESG business owner within the Board of Management (BoM). The CSRD Steering Committee oversees the CSRD programme, supports decision-making, facilitates discussions on, among other matters, materiality, impacts, risks and opportunities, policies, actions, metrics and target setting, and drives the accelerated integration of CSRD requirements into the business, for example by clarifying roles and responsibilities.
The Executive Committee (EC) receives quarterly updates on progress, while the BoM acts as the decision-making body for topics such as ESG KPIs and strategy, which are reported directly to the Supervisory Board (SB) committees. The SB has established an ESG Committee with a focus on oversight of ESG matters in a broad sense, while the Audit Committee oversees risk management, internal control, reporting and auditing of financial and non-financial information.
The general governance processes, controls, and procedures we have in place to monitor, manage and oversee sustainability topics are described in the Governance section. More information on the BoM and the SB of PostNL, including their composition and diversity, roles and responsibilities, expertise and skills, and the information provided on, and sustainability matters addressed, are described on pages Board structure, composition and responsibilities- in the Report of the Supervisory Board chapter and on pages Board structure, composition and responsibilities- in the Corporate governance chapter.
Integration of sustainability-related performance in incentive schemes
More information on the integration of sustainability-related performance, specifically our GHG emissions, incentive schemes and the application of our Remuneration Policy during this reporting year can be found on page in the Remuneration report chapter.
Statement on due diligence
PostNL is committed to responsible business conduct and due diligence, in line with our commitment to the UN Global Compact, which is embedded into the governance, strategy, and business model by ensuring that administrative, management, and supervisory bodies receive relevant information on sustainability matters. Sustainability performance is linked to incentive schemes, and material impacts, risks, and opportunities are thoroughly assessed in connection to the strategy and business model. More information can be found on pages and in the Remuneration report chapter and the Double materiality assessment section earlier in the sustainability statements.
Due diligence is an ongoing process that responds to and may trigger changes in our strategy, business model, activities, business relationships, operating, sourcing and selling contexts. Our process of due diligence involves an ongoing analysis of the actual and potential impacts of our business activities on people or the environment through consultations with impacted stakeholders, feedback mechanisms and desk research on publicly available information. The outcome of our due diligence process is incorporated in our double materiality assessment. The sustainability statements may not include every impact, risk and opportunity or additional entity-specific disclosure that each individual stakeholder may consider important.
However, by involving affected stakeholders at every key step of the due diligence process, we ensure that these perspectives inform our decisions and actions. Information on how we capture stakeholders' interests and views can be found in the Interests and views of stakeholders section. As part of responsible business conduct and due diligence, we identify and assess adverse impacts on people and the environment. How we pinpoint these adverse impacts can be found in the Double materiality assessment section.
Addressing negative impacts on people and the environment remains a priority, reflecting our commitment to responsible business conduct. The actions taken to mitigate these impacts, as well as the effectiveness of our responsible business and due diligence efforts, are closely monitored, tracked and communicated in the Our actions and performance subsections in the Environmental, Social and Governance disclosures throughout the sustainability statements.
Risk management and internal controls over sustainability reporting
Our integrated DMA, ERM, internal control (IC) and strategic planning processes run on an annual basis, ensuring that ESG considerations are embedded in decision-making and inform our strategy, KPIs and risk appetite. These processes support the assessment of enterprise-wide impacts and potential financial implications, while also enabling the development of action plans and controls for adverse impacts and risks that exceed the organisation’s appetite thresholds, thereby supporting business continuity and resilience. The resulting action plans and controls are embedded in the annual strategic planning process, ensuring appropriate management attention, timely budget allocation and effective board oversight. Further information related on our risk management and internal control systems is provided on page Internal control framework- in the Risk management chapter.
Sustainability-Linked Financing Update
As part of our corporate governance framework, we integrate sustainability considerations into our financing strategy and decision-making processes. Sustainability-linked financing supports the alignment of financial incentives with the company’s strategic objectives, sustainability ambitions and governance oversight.
In June 2024, PostNL issued €300 million of sustainability-linked notes, set to mature on 12 June 2031, under PostNL’s Sustainability-Linked Financing Framework (SLFF). The funds raised will be utilised for general corporate purposes. The notes have an annual coupon of 4.75%. Further details about the notes and the SLFF are available here.
Within the terms and conditions of the €300 million sustainability-linked notes, a Step-Up Event is included, which depends on achieving the three Sustainability Performance Targets (SPT) Conditions. The initial rate of interest payable on the notes will increase 1.000 per cent per annum in case of a Step-Up Event, resulting in a "Rate Adjustment". The Rate Adjustment (if any) shall be effective and accrue from and including 12 June 2030 and the amount of interest payable on the final interest payment date shall be adjusted accordingly.
PostNL will report on the status of the three SPT Conditions on a yearly basis, with observation date 31 December 2030. The SPT Conditions are:
- SPT Condition 1 – means the scope 1 and scope 2 GHG emissions reduction percentage, measured as a percentage change at the end of the financial year from the financial year ended 31 December 2021, as reported by PostNL pursuant to the reporting requirements as of the SPT observation date being greater than 90%
- SPT Condition 2 – means the scope 3 GHG emissions reduction percentage, measured as a percentage change at the end of the financial year from the financial year ended 31 December 2021, as reported by PostNL pursuant to the reporting requirements as of the SPT observation date being equal to or greater than 45%
- SPT Condition 3 – means the senior management positions percentage as reported by PostNL pursuant to the reporting requirements as of the SPT observation date being equal to or greater than 36%.
In 2025, scope 1 and market-based scope 2 emissions were 20 kilotonnes CO₂e. This represents a change of (51)%, compared to base year (2021: 41). In 2025, scope 3 emissions were 247 kilotonnes CO₂e. This represents a change of (27)%, compared to the base year (2021: 339). More information on our performance on scope 1, 2 and 3 can be found in the Environmental disclosures, section Climate change, Our performance.
In 2025, 35% of senior management was women (2024: 35%). More information on our performance relating to the representation of women in senior management positions can be found in the Social disclosures, section Own workforce, Our workforce and performance.