PostNL Annual Report 2016

Page 78

J.W.M. (Marc) Engel (1966, Dutch) Mr Engel was appointed member of the Supervisory Board on 16 April 2013. His current term expires in 2017. He is Chief Supply Chain Officer and member of Unilever Leadership Executive, London. Since 1995, he has held several positions within the Unilever group. Before that, he worked at Shell International. Mr Engel holds one position as referred to in article 2:142a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix 3: Glossary and definitions. A.M. (Agnes) Jongerius (1960, Dutch) Ms Jongerius was appointed member of the Supervisory Board on 16 April 2013. Her current term expires in 2017. She is a member of the European Parliament. She was president of the Dutch Trade Union Confederation (FNV), a member of the Social and Economic Council (SER) and workers' chair of the Labour Foundation. Ms Jongerius holds one position as referred to in article 2:142a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix 3: Glossary and definitions. T. (Thessa) Menssen (1967, Dutch) Ms Menssen was appointed member of the Supervisory Board on 25 May 2011. Her current term expires in 2019. She is chief financial officer and member of the Executive Board of Royal BAM Group. She is a member of the Supervisory Board of the Dutch Development Bank (FMO) and the Rotterdam Philharmonic Orchestra. Ms Menssen was chief operating officer of the Port Authority of Rotterdam. Ms Menssen holds one position as referred to in article 2:142a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix 3: Glossary and definitions. F.H. (Frank) Rövekamp (1955, Dutch) Mr Rövekamp was appointed member of the Supervisory Board on 24 April 2012. His current term expires in 2016. He is chairman of the Supervisory Board of Vodafone Germany GmbH, non-executive member of the Board of UNIT4, and a member of the Boards of Royal Theatre Carré, Kasteel de Haar, Vereniging Vluchtelingenwerk Nederland and Refugees United. He was a member of the Executive Committee and group Chief Commercial Officer of Vodafone Group, president and CEO of Beyoo and senior vice president (marketing and revenue management) of KLM Royal Dutch Airlines. Mr Rövekamp holds two positions as referred to in article 2:142a of the Dutch Civil Code. This article is described as "number of supervisory positions" in Appendix 3: Glossary and definitions.

PostNL Building our future | 10 Corporate governance

Conflict of interest Each member of the Board of Management and the Supervisory Board must immediately report and provide all relevant information to the chairman of the Supervisory Board about any conflict of interest or potential conflict of interest, material or not to the company and/or to the relevant member. A member of the Board of Management also informs the other members of the Board of Management (as applicable). If the chairman of the Supervisory Board has a conflict of interest or potential conflict of interest that is material to the company and/or to him, he is required to report this immediately to the vice-chairman of the Supervisory Board and to provide all relevant information. In all situations, this includes information concerning a spouse, registered partner or other life companion, child/foster child or other relatives by blood or marriage up to the second degree. The Supervisory Board is responsible for deciding how to resolve a conflict of interest between members of the Board of Management, members of the Supervisory Board and/or the external auditor on the one hand and the company on the other hand. In the event of a conflict of interest between PostNL and a member of the Board of Management, the company will be represented by another member of the Board of Management or a member of the Supervisory Board appointed by the Supervisory Board for this purpose. A decision to enter into a transaction involving a conflict of interest with a member of the Board of Management or the Supervisory Board, material or not, to the company or to the relevant member requires the approval of the Supervisory Board. No such transactions were entered into in 2016, so best practice provisions II.3.2 to II.3.4 and III.6.1 to III.6.4 inclusive of the Code did not apply. The by-laws of the Board of Management and the Supervisory Board also include a provision that a member of the Board of Management or the Supervisory Board does not participate in any discussion or decision-making that involves a subject or transaction in relation to which the member has a conflict of interest with the company. In 2016, there were no cases whereby conflict of interest occurred.

Insider trading – share ownership

Members of the Supervisory Board, the Board of Management and PostNL’s senior management are subject to the PostNL Group Policy on Prevention of Insider Trading, which sets rules to prevent insider trading in our financial instruments. PostNL’s Supervisory Board has adopted a policy concerning ownership of and transactions in securities other than PostNL’s financial instruments by members of the Board of Management and the Supervisory Board.

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