The Supervisory Board oversees strategic and commercial policy making by the Board of Management and the way in which it manages and directs KPN’s operations.
Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon nomination by the Supervisory Board. The Central Works Council has an enhanced right to recommend persons for nomination to the Supervisory Board for up to one-third of its members. The nominees must fit within the profile of the Supervisory Board, which gives requirements for both individual members of the Supervisory Board and for the Supervisory Board as a whole, on such topics as diversity, independence, experience and expertise.
Members of the Supervisory Board resign according to a schedule set by the Supervisory Board. They step down at the first General Meeting of Shareholders following their four-year term of office. Currently, KPN’s Supervisory Board consists of nine members.
The by-laws of the Supervisory Board contain, among other things, rules regarding the members’ duties, powers, working methods, decision-making, approval of decisions by the Board of Management, training and conflict handling.
The Supervisory Board has established four committees:
These committees assist the Supervisory Board in its decision taking and report their findings to the Supervisory Board. The committees are not empowered to take decisions.
The by-laws of the Supervisory Board were revised in 2019 and the profile of the Supervisory Board was revised in 2022.
G. (Gerard) van de Aast (1957)more
Mr. Van de Aast was appointed as a member of the Supervisory Board on April 14, 2021 and has chaired the Supervisory Board since April 13, 2022. His current (first) term of office ends in 2025. He is the chairman of the Nominating & Corporate Governance Committee and a member of the Remuneration Committee.
Mr. Van de Aast is currently vice-chairman of the Supervisory Board of Signify NV. Mr. Van de Aast is a seasoned executive with a recognized track record at board level in various sectors ranging from construction to software engineering, both in the Netherlands and abroad. His executive experience includes CEO positions at Reed Business, VolkerWessels and Imtech NV.
B.J. (Ben) Noteboom (1958)more
Mr. Noteboom was appointed as a member and Vice Chairman of the Supervisory Board on 12 April 2023. His current (first) term of office ends in 2027.
Mr. Noteboom is a seasoned executive with a recognized track record in Dutch and international business, most notably as former CEO of Randstad and in various supervisory board positions at Ahold Delhaize, Wolters Kluwer and Corporate Express.
Mr. Noteboom is currently chairman of the supervisory board of Vopak. He is also a member of the supervisory board at Aegon, of which his current and second, and final, term ends in 2023. Mr. Noteboom has also been nominated as member of the supervisory board at Akzo Nobel and is the intended chairman of that board. Mr. Noteboom is a Dutch citizen.
M. (Marga) de Jager (1968)more
Ms. De Jager's nomination as a member of the Supervisory Board was approved at the EGM on 31 May 2023. Her (first) term of office ends in 2027.
Ms. De Jager is currently the CEO of ANWB (the Royal Dutch Touring Association) and chairs the supervisory board of ANWB’s insurance company Unigarant, as well as the Mobility Alliance. She is a member of the advisory board at the Dutch Cancer Society (KWF).
Prior to her current roles, Ms. de Jager was director of ANWB’s emergency center and responsible for marketing and sales of the consumer and B2B divisions for roadside assistance. Before joining the ANWB, she worked in several commercial positions at Leaseplan. Ms. De Jager is a Dutch citizen.
J.C.M. (Jolande) Sap (1963)more
Ms. Sap was (re)appointed as a member of the Supervisory Board on April 12, 2023 for two more years. Her current (third) term of office ends in 2025. Ms. Sap is a member of the Audit Committee and Remuneration Committee.
Ms. Sap is dedicated to making the business world and society at large more sustainable. She holds several supervisory board and other board-level posts, including member of the Supervisory Board of KPMG Netherlands, chair of the Supervisory Board of Arkin, non-executive director of Renewi PLC and Board member of the Dutch Emissions Authority. Between 2008 and 2012, Ms. Sap represented the Dutch Green Party, GroenLinks, in the lower house of the Dutch parliament, during the last two years of which she was party leader. Before that she worked as an economist in the fields of science, policy and business. Ms. Sap is a Dutch citizen.
E.J.C. (Edzard) Overbeek (1967)more
Mr. Overbeek was appointed as a member of the Supervisory Board on September 4, 2017. His current (second) term of office ends in 2025. He is a chair of the Strategy & Organization Committee.
Mr. Overbeek is Chief Executive Officer of HERE Technologies. Having spent nearly 30 years in the ICT industry, Mr. Overbeek has gained extensive experience in the global digital and communication industry. Prior to joining HERE Technologies, he held several management roles at Cisco, including leading the global services organization and the Asia-Pacific, Japan & China region. Mr. Overbeek is a Dutch citizen.
A.D. (Alejandro) Plater (1967)more
Mr. Alejandro Plater was appointed as a member of the Supervisory Board on September 10, 2020 and his current (first) term ends in 2025. He is a member of the Audit Committee and the Strategy & Organization Committee.
Mr. Plater, an experienced leader and professional within the Telecommunication sector, is currently Group Chief Operating Officer at A1 Telekom Austria Group, where he has been working since 2015. Prior to joining A1 Telekom Austria Group, Mr. Plater worked for 18 years for Ericsson in Mexico, Sweden and Argentina. Prior to that he worked at Sud América Seguras and Chubb & Son. As part of his position at A1 Telekom Austria Group, Mr. Plater is chairman or member of the supervisory board of various subsidiaries of this group. Mr. Plater is an Argentinian and a Swedish citizen.
H.H.J. (Herman) Dijkhuizen (1960) - appointment effective as per 1 July 2023more
Mr. Dijkhuizen's nomination as a member of the Supervisory Board was approved at the AGM on 12 April 2023. Mr. Dijkhuizen appointment is effective per 1 July 2023. His (first) term of office ends in 2027.
Mr. Dijkhuizen is currently member of the managing board and CFO of NIBC Holding NV, a Dutch financial institution offering retail and corporate banking services from which he will retire as of 30 June 2023. Previously he was partner and Chairman of the Board of Management at KPMG NV. Mr. Dijkhuizen also holds supervisory board positions at NS Group, WWF-Netherlands (Wereld Natuur Fonds) and Kröller-Müller Museum. Mr. Dijkhuizen is a Dutch citizen.
K. (Kitty) Koelemeijer (1963)more
Ms. Koelemeijer was appointed as a member of the Supervisory Board on April 13, 2022. Her current (first) term of office ends in 2026. Ms. Koelemeijer is a member of the Remuneration Committee and the Strategy & Organization Committee.
Ms. Koelemeijer is a full professor of Marketing at Nyenrode Business University. She has a strong background in marketing, supply chain management, innovation, digital transformation, retailing and digital commerce. Ms. Koelemeijer combines her academic work with several supervisory board roles at both listed and non-listed companies, advocacy groups and charities. She is a member of the supervisory board of Intergamma, and holds supervisory roles at NLinBusiness, Vereniging Eigen Huis and Fonds Gehandicaptensport. Ms. Koelemeijer is a Dutch citizen.
F. (Frank) Heemskerk (1969)more
Mr. Heemskerk was appointed as a member of the Supervisory Board on 12 April 2023. His current (first) term of office ends in 2027.
Mr. Heemskerk is currently Secretary General of the European Round Table for Industry in Brussels. Mr Heemskerk’s previous roles include that of executive board member of Royal HaskoningDHV (2011-2013), Executive Director at the World Bank in Washington DC (2013-2018), and - earlier in his career - several positions at ABN AMRO. He was Minister for Foreign Trade within the Ministry of Economic Affairs from 2007-2010, also responsible for IT & Telecoms regulations, and a Member of Parliament for the PvdA (the Dutch Labor Party) from 2003-2006. Mr. Heemskerk is a Dutch citizen.
The Audit Committee consists of four Supervisory Board Members: Mr. Dijkhuizen (Chair, as of 1 July 2023), Ms. De Jager, Mr. Plater and Ms. Sap (acting chair until 1 July 2023).
The Audit Committee’s task is to supervise in particular the (quality of the) accounting and financial reporting practices, including quarterly and annual reporting, accounting and financial reporting policies and procedures, the (quality of the) internal control system and internal audit function, the independent external audit of the Financial Statements, the performance and evaluation of the external auditor, the policy on tax planning and compliance with relevant legislation and regulations.
The Remuneration Committee consists of five Supervisory Board Members: Mr. Noteboom (Chair), Mr. van de Aast, Mr. Heemskerk, Ms. Koelemeijer and Ms. Sap. Under statutory requirements, all members of the Supervisory Board appointed based on the enhanced right of recommendation of the Central Works Council are members of the Remuneration Committee.
The task of the Remuneration Committee is to assist the Supervisory Board regarding the development of the remuneration policies for the members of the Board of Management; the individual remuneration of the members of the Board of Management based on the Remuneration Policy; the target setting for the variable pay of members of the Board of Management; and the remuneration policy for members of the Supervisory Board for submission to the General Meeting of Shareholders.
Nominating & Corporate Governance Committee
The Nominating & Corporate Governance Committee consists of three Supervisory Board Members: Mr. van de Aast (Chair), Ms. Koelemeijer and Mr. Noteboom.
The task of the Nominating & Corporate Governance Committee is to assist the Supervisory Board with respect to the nomination of members for appointment to the Board of Management and the Supervisory Board and the oversight of development policies for senior management, as well as the Company’s corporate governance policies.
|Terms of reference Nominating and Corporate Governance Committee
The ESG Committee consists of four Supervisory Board Members: Ms. Sap (Chair), Mr. Heemskerk, Ms. De Jager, and Mr. Overbeek.
The purpose of the ESG Committee is to oversee the development and implementation of the company’s sustainability strategy and the goals related thereto, as part of the company’s overall strategy for sustainable long term value creation. The Committee will act as sounding board for the Board of Management on sustainability related topics and provide guidance from the Supervisory Board in this respect.