Corporate Governance 2007

TNT applies the principles and best practice provisions of the Dutch corporate governance code, taking into account the recommendations of the Frijns Committee, except for the following best practice provisions and recommendations below that are not fully applied:

• provision II.2.7 Dutch corporate governance code and recommendation 23 of the Frijns Committee: maximum remuneration in the event of dismissal of members of the Board of Management. See chapter 7 under Remuneration in 2007.
  • For the contractual severance payments (other than related to a change in control) for members of the Board of Management who are not residents of the Netherlands, TNT follows local market practice for that part of the base salary earned in the country of residence. This is done to ensure that TNT can offer a competitive package to foreign members of the Board of Management commensurate with local practice.
  • In case of a change in control, the members of the Board of Management are entitled to a severance payment consisting of the sum of the last annual base salary and pension contribution plus the average bonus received over the last three years multiplied by two. TNT is of the opinion that such payment is realistic taking into account the special position of members of the Board of Management in a change in control situation. Also, the Supervisory Board may decide that the performance shares vest in whole or in part.
• provision III.3.4 Dutch corporate governance code: maximum number of Supervisory Board positions held by members of the Supervisory Board with Dutch listed companies until 3 May 2007 and as of 1 January 2008. See this chapter under Members of the Supervisory Board.
• recommendations 25 and 26 of the Frijns Committee: the relation between performance targets and remuneration should be made visible ex ante and ex post. The performance targets should be definite, quantified and specific. TNT discloses the nature of the performance targets but not the actual targets. TNT has opted to use performance targets aligning the remuneration of the Board of Management with the business performance. As a result the targets are so specific that they contain competition-sensitive information. See chapter 7 under Remuneration in 2007.

In the chapter sections referred to above, TNT explains why it deviates from these best practice provisions and recommendations. Material future (corporate) developments might justify further deviances from the Dutch corporate governance code at the moment of occurrence.

Each substantial change in the corporate governance structure of the company and in the compliance of the company with the Dutch corporate governance code shall be submitted to the general meeting of shareholders for discussion.

The full text of the Dutch corporate governance code can be viewed on TNT’s corporate website, group.tnt.com. Since its delisting from the New York Stock Exchange on 18 June 2007 and its deregistration with the United States Securities and Exchange Commission effective 16 September 2007, TNT is no longer subject to the corporate governance rules of this exchange nor to the provisions of the Sarbanes-Oxley Act.

• Chapter 06 - Corporate Governance [196,6kb]