Supervisory Board

The Supervisory Board has the task of supervising the Executive Board’s policies and the general management of the company and its affiliated enterprises, and it also provides the Executive Board with advice. The Supervisory Board performs its tasks in the interests of the company and its affiliated enterprises. The Executive Board provides the Supervisory Board promptly with the information and resources it requires in order to do its work properly. The Supervisory Board's responsibilities, tasks and procedures are laid down in the Articles of Association of NS and in the rules of procedure of the Supervisory Board and its committees. The Supervisory Board broadly subscribes to, applies and has complied with the best practices and principles in Chapter III of the Code. The Supervisory Board also evaluates its own organisational structure and performance.

The Supervisory Board as a whole is responsible for performing its duties properly, and its members may adopt positions independently of the Executive Board. Members of the Supervisory Board perform their duties without a mandate and independently of any personal interest in the company. At least once a year, the Supervisory Board discusses the functioning of the Executive Board as a body and the functioning of the individual members of the Executive Board.
Supervisory Board members are appointed by the General Meeting, on the recommendation of the Supervisory Board and with due observance of the job profile and after consulting the Central Works Council. The Central Works Council has enhanced rights that let it nominate one third of the number of Supervisory Board members. The Supervisory Board has at least five members and at most nine. The Supervisory Board has drawn up a profile for its size and composition, taking account of the nature and activities of the company and outlining the desired expertise and backgrounds of its members. The Supervisory Board aims for a composition that is well mixed, including a mix in terms of gender and age. The profile is evaluated every three years to ensure it is up to date and accurate.
A Supervisory Board member can be appointed for a maximum of three terms of four years each. The manner in which the Board member fulfilled their duties in the previous term is taken into account, and they will only be reappointed after careful consideration. After the Supervisory Board has been brought back up to the desired size of six members, the retirement schedule for the Supervisory Board will be re-determined in accordance with the principles of the Code and designed so as to avoid too many Supervisory Board members retiring at once.
In view of the extent, diversity and complexity of the matters it has to handle, the Supervisory Board has set up a Risk and Audit Committee and a combined Remuneration and Appointments Committee. The composition of these committees is determined by the Supervisory Board. The committees provide advice to the Supervisory Board about its tasks and prepare its decision-making. The committees therefore facilitate effective decision-making by the Supervisory Board.

Risk and Audit Committee

The Risk and Audit Committee performs its duties in accordance with the rules of procedure as approved by the Supervisory Board, in accordance with the provisions of the Code. The Risk and Audit Committee advises the Supervisory Board on and scrutinises the annual financial statements, financing and financing-related strategies, fiscal planning and the performance of the risk management and control system. The Risk and Audit Committee consists of three members. The Risk and Audit Committee is chaired by the Supervisory Board's financial expert, Mr Jeroen (J.M.) Kremers.

Combined Remunerations and Appointments Committee

The Remuneration and Appointments Committee performs its duties in accordance with the rules of procedure as approved by the Supervisory Board, in accordance with the provisions of the Code. The combined Remuneration and Appointments Committee has three members and is chaired by Mr Paul (P.) Rosenmöller.
The Remuneration Committee draws up an annual proposal for the remuneration policy for members of the Executive Board. The remuneration policy included in the remuneration report for the coming financial year and subsequent years is presented to the General Meeting for adoption. The Supervisory Board determines the remuneration of individual Supervisory Board members based on the proposals from the Remuneration Committee, within the limits of the remuneration policy adopted by the General Meeting. The remuneration report can be found here.
The Appointments Committee decides the selection criteria and procedures for appointing members of the Supervisory and Executive Boards, as well as periodically reviewing the size and composition of the Supervisory Board and proposing a profile for its makeup. It also prepares a report for the Supervisory Board on its own performance and makes recommendations for the appointment and reappointment of members of the Supervisory Board.

External auditor

The external auditor is appointed by the General Meeting. The external auditor reports to the Supervisory Board and the Executive Board on the investigations performed and presents the results of the investigations and audit with an audit opinion concerning the fair presentation of information in the financial statements.
The Risk and Audit Committee, acting on the Supervisory Board’s behalf, is directly responsible for overseeing the work of the external auditor. At least once a year, the Risk and Audit Committee prepares a joint report together with the Executive Board for the Supervisory Board regarding developments concerning the external auditor, and in particular the latter’s independence. Once every four years, the Risk and Audit Committee and Executive Board also jointly carry out a thorough appraisal of the performance of the external auditor. The findings of this review are presented to the General Meeting and the Supervisory Board. The external auditor attends those meetings of the Supervisory Board at which its report on the audit of the financial statements is discussed and which deal with the adoption of the financial statements. The external auditor also attends the meeting of the Supervisory Board held to discuss the six-monthly figures. EY has been the external auditor since the financial year 2014.

NS Audit

The internal auditors perform their duties under the aegis of the Executive Board. The results of their work are discussed with the Risk and Audit Committee. The Executive Board ensures that the Risk and Audit Committee is involved in setting up the working plan and that it is agreed with the external auditor. NS Audit is in direct contact with the Risk and Audit Committee.