Role and Responsibility

Supervisory Board

The Supervisory Board is charged with supervising the policies of the Board of Management and the general course of affairs of the company and the business connected with it, as well as assisting the Board of Management by providing advice. The Supervisory Board evaluates the main organisational structure and the control mechanisms established under the management of the Board of Management. The responsibility for proper performance of its duties is vested in the Supervisory Board as a whole. Members of the Supervisory Board may take positions different from those of the Board of Management.

In performing its duties the Supervisory Board is charged with acting in accordance with the interests of TNT and its affiliated businesses. It shall take into account the relevant interest of the company’s stakeholders, and, to that end, consider all appropriate interests associated with the company. Members of the Supervisory Board perform their duties without mandate and independent of any particular interest in the business of the company. TNT’s Supervisory Board is responsible for the quality of its own performance and for this purpose annually reviews its performance.

The Supervisory Board consists of the following 10 members:

• J.H.M. (Jan) Hommen (Chairman)
• R. (Robert) J.N. Abrahamsen
• V. (Victor) Halberstadt
• M. (Mary) Harris
• G. (Giovanna) Kampouri Monnas
• R. (Roger) King
• P.C. (Piet) Klaver
• W. (Wim) Kok
• S. (Shemaya) Levy
• G.J. (Gerard) Ruizendaal

Share ownership is not required to qualify as a member of the Supervisory Board. Under the large company regime members of the Supervisory Board are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board. The general meeting of shareholders can, furthermore, dismiss the Supervisory Board as a whole by an absolute majority of the votes cast representing at least one third of the issued capital. For further details on the appointment and dismissal of (members of) the Supervisory Board see articles 28 and 29 of TNT’s articles of association.

Members of the Supervisory Board are appointed by the general meeting of shareholders for a period of four years with a maximum of 3 terms according to a rotation plan (which can be downloaded below). The remuneration of members of the Supervisory Board is determined by the General Meeting of Shareholders.

In the case of vacancies in the Supervisory Board, candidates are selected to fit the profile of the Supervisory Board, which can be downloaded below. The by-laws of the Supervisory Board, which are compliant with the Dutch Corporate Governance Code, can also be downloaded below.

• 2008 Rotation plan Supervisory Board [30,6kb]
• 2007 By-Laws Supervisory Board [213kb]
• 2007 Terms of Reference Audit Committee [101,5kb]
• 2007 Terms of Reference Nominations Committee [28,8kb]
• 2007 Terms of Reference Public Affairs Committee [40,7kb]
• 2007 Terms of Reference Renumeration Committee [27,4kb]
• 2005 Supervisory Board profile [37,9kb]