NV Nederlandse Spoorwegen is a public limited company under Dutch law. Its registered offices are in Utrecht. The governance of NS, which is a state participation, is based on the modified two-tier company regime. NS has a two-tier management structure. The company is managed by the Executive Board and supervised by the Supervisory Board. These two bodies are independent of each other. Both bodies report on the execution of their tasks to the General Meeting of Shareholders (the 'General Meeting').

The Articles of Association of NV Nederlandse Spoorwegen were amended on 27 January 2016. This amendment brought the Articles of Association of NV Nederlandse Spoorwegen in line with the general standard developed by the Ministry of Finance for the articles of association of state participations. NV Nederlandse Spoorwegen is the holding company of NS Groep NV.

Shareholder

The sole shareholder of NV Nederlandse Spoorwegen is the Dutch State. The role of the shareholder is fulfilled by the Ministry of Finance. The General Meeting is held annually, within six months of the close of the financial year.
The matters discussed at the General Meeting include the annual report by the Executive Board. The General Meeting also adopts the financial statements, approves the profit appropriation, discharges the members of the Executive Board from liability for their policy work, discharges the members of the Supervisory Board from liability for their supervision and appoints the auditor. Other general meetings can be held as often as is desired by the Executive Board, the Supervisory Board and the shareholder. Resolutions can also be adopted outside meetings.

Corporate Governance Code

As a large corporation with an important public role of great social significance, and with the Dutch State as our sole shareholder, NS is keen to stress the importance of openness and transparency. Although not a listed company, NS applies the Dutch Corporate Governance Code (hereinafter the 'Code'). At NS, the Code is embedded in the rules of procedure for the Executive and Supervisory Boards, the Risk & Audit Committee, the Remuneration Committee and the Appointments Committee, as well as in a code of conduct and in a scheme for whistle-blowers. As NS is not quoted on the stock exchange and does not have a one-tier management structure, some parts of the Code do not apply.^[1]

The Corporate Governance Code has been revised with effect from 8 December 2016. NS will apply this revised Code and will make the necessary changes in 2017.

• 1The following best-practice stipulations are not applicable: II.2.4, II.2.5, II.2.6, II.2.7, III.7.1, III.7.2, IV.1.1, IV.1.2, IV.1.7, IV.2.1, IV.2.2, IV.2.3, IV.2.4, IV.2.5, IV.2.6, IV.2.7, IV.2.8, IV.3.1, IV.3.2, IV.3.3, IV.3.4, IV.3.11, IV.3.12, IV.3.13, IV.4.1, IV.4.2, IV.4.3.