Executive Board

The Executive Board bears the responsibility for managing the business and reports to the Supervisory Board and the General Meeting. It establishes the vision for the company and the resulting mission, strategy and objectives. The Executive Board is responsible for implementing the NS strategy. Implementation is partly carried out by the business units and subsidiaries, for which the titular directors are also responsible. Pursuant to the Articles of Association and the Supervisory Board rules of procedure, some decisions by the Executive Board are subject to approval by the Supervisory Board and/or the General Meeting.
The Executive Board is responsible for managing the business in a transparent way, with the aim of providing all stakeholders with a clear understanding of the company’s decisions and decision-making procedures.
Executive Board members are appointed by the General Meeting on the recommendation of the Supervisory Board. The Supervisory Board decides on the number of members in the Executive Board. Members of the Executive Board can be suspended or dismissed by the General Meeting. Following the memorandum entitled ‘Spoorslags Beter’, it was decided that the Executive Board should jointly manage performance on the main rail network in a more direct and integrated manner. To this end, the number of Executive Board members was increased as of 20 June 2016. The functions of director of Operations and director of Commerce & Development were added to the three existing functions (CEO, director of Finance and Chief Governance, Risk & Compliance Officer).
The Executive Board consisted of the following individuals in 2016: Mr Roger (R.M.L.H.) van Boxtel, CEO, Mr Engelhardt (E.M.) Robbe, Finance Director until 8 April 2016, Mr Bert (A.P.) Schouws, interim Finance Director from 18 April 2016 until 18 September 2016, Mr Bert (H.L.L.) Groenewegen, Finance Director as of 15 September 2016, Ms Susi (S.M.) Zijderveld, Chief Governance, Risk & Compliance Officer as of 1 February 2016 and Ms Marjan (M.E.F.) Rintel, Director of Operations as of 15 July 2016. As of 1 April 2017, Mr Tjalling (T.B.) Smit will join the Executive Board as Director of Commerce & Development. Until that date, Mr Maurice (M.B.) Unck will perform the tasks associated with this position. New members of the Executive Board are appointed for four years, after which they may be reappointed. In 2015, Mr Roger van Boxtel was appointed for a term of one year. In 2016 this temporary appointment was turned into an appointment for the period of four years from 1 August 2015. The employment contracts of members of the Executive Board include the right to compensation upon dismissal, up to a maximum that has been fixed on the initiative of NS at one year’s basic salary. Both the Executive Board as a whole and each individual Executive Board member are authorised to represent the company. The Executive Board's responsibilities, tasks and procedures are laid down in the Articles of Association of NV Nederlandse Spoorwegen and in the rules of procedure of the Executive Board.
The Executive Board performs its tasks in the interests of the company and affiliated enterprises. In cases where a (potential) direct or indirect personal interest of a member of the Executive Board conflicts with the interests of NS and this is of material significance to NS and the member in question, the member will immediately inform the chairman of the Supervisory Board and other members of the Executive Board. The member will disclose all relevant information, including information about any spouse, registered partner or other companion, foster child and relatives by blood or affinity to the second degree of consanguinity. A member of the Executive Board will not participate in discussions and decision-making about a subject or transaction where their direct or indirect personal interests conflict with the interests of NS. If all members of the Executive Board have a direct or indirect personal interest that conflicts with the interests of NS and therefore no decision can be made by the Board, the decision will be made by the Supervisory Board. The General Meeting also has the power to designate one or more people to act as representatives.
The Secretary of the Executive Board ensures that the proper procedures are followed and that the actions taken are consistent with the legal and regulatory obligations governing the Executive Board’s actions. This policy was complied with in 2016.

Executive Committee

Up to 20 June 2016, NS had an Executive Committee that supported and advised the Executive Board and had decision-making tasks and authorities. The Executive Committee was abolished following the strategic memorandum Spoorslags Beter and the expansion of the Executive Board, as described above.
The Executive Committee consisted of the members of the Executive Board and those people who were appointed as members of the Executive Committee by the Executive Board. Until 20 June 2016, these were (in addition to the members of the Executive Board) the chairmen of the business units and the directors of HR and Communication & Strategy.