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Organisation of Corporate Governance at NS

NV Nederlandse Spoorwegen is a limited company under Dutch law, based in Utrecht. The governance of NS, a public shareholding company, is based on the mitigated structure regime.


Corporate structure

The company is managed by the Board of Directors. Supervision is carried out by the Board of Commissioners. These bodies are independent of one another. The activities of both bodies are accountable to the General Assembly of Shareholders ("General Assembly"). NV Nederlandse Spoorwegen is the parent company of NS Groep NV.

Shareholder

The Dutch State is the sole shareholder of the NV Nederlandse Spoorwegen. The shareholder role for the company is performed by the Ministry of Finance. The mitigated structure regime, as well as the Articles of Association, apply to the General Assembly.

Organisation of the company

The Board of Directors is ultimately responsible for the entire company made up by NV Nederlandse Spoorwegen and its subsidiaries. Activities carried out by the Nederlandse Spoorwegen can be divided into the sections passenger transport, hub development & exploitation and rail infrastructure & construction.

Board of Directors

The Board of Directors is tasked with and responsible for the management of the company, and is accountable to the Board of Commissioners and the General Assembly. The Board of Directors determines the vision and its translation into the mission, strategy and objectives. The Board of Directors is responsible for the implementation of NS strategy. Implementation is also carried out by the business divisions and subsidiaries, for which the appointed directors are responsible. Based on the Articles of Association and RVC Reglement, certain decisions are subject to approval from the Board of Commissioners and/or the General Assembly.

The Board of Directors is responsible for the transparent management of the company. The goal of transparent management is that all stakeholders have a clear insight into the company's decisions and decision making processes.

The members of the Board of Directors are appointed by the General Assembly on the recommendation of the Board of Commissioners. The members can be suspended or dismissed by the General Assembly. New members of the Board of Directors are appointed for four years, after which they may be reappointed. Employment contracts with the members of the Board of Directors specify the maximum severance pay upon dismissal as one years salary. Both the Board of Directors and each individual member of the Board is authorised to represent the company. The responsibilities, tasks and work methods of the Board of Directors are established in the Articles of Association and in the Regulations for the Board of Directors. In performing its duties, the Board of Directors aims to achieve the goals of the company.

In cases where a member of the Board of Directors may have a direct or indirect interest that is in conflict with the interests of NS, that is of material significance to NS or that member, said member must immediately inform the chairman of the Board of Commissioners and the other members of the Board of Directors, and must provide all relevant information, including the relevant information regarding his or her spouse, registered partner or other life companion, foster child, parent or relative up to the second degree. A member of the Board of Directors does not take part in discussions and decision-making regarding a transaction whereby he or she had a direct or indirect personal conflict of interest with NS. If all members of the Board of directors have direct or indirect interests, and are thus unable to make a decision, The decision is made by the Board of Commissioners. The General Assembly is also authorised to designate one or more people as representatives.

The company's secretariat makes sure that the correct procedures are followed and that the legal and statutory obligations of the Board of Directors are adhered to.

Board of Commissioners

The Board of Commissioners is responsible for supervision of the Board of Directors' policies and of the general state of affairs within the company and its affiliated companies. It also advises the Board of Directors. In carrying out its duties, the Board of Commissioners is focused on the interests of the company and its subsidiaries. The Board of Directors punctually provides the Board of Commissioners with the information and resources it needs to properly carry out its duties. The responsibilities, tasks and methods of the Board of Commissioners are specified in the Articles of Association and in the regulations of the Board of Commissioners and its committees. The RvC endorses the best practices and principles from chapter III of the Nederlandse Corporate Governance Code in a general sense and applies them in practice.

Among other things, the Board of Directors evaluates its organisational structure and functionality. Responsibility for the correct execution of its tasks lies with the Board as a whole. When compared to the Board of Directors, the members of the Board of Commissioners can take independent standpoints. Members of the Board carry out their tasks without a mandate and independent of the interests of the company.

A member of the Board of Commissioners must report a (potential) conflict of interests that is of material significance to the company and/or the board member concerned, and must provide all relevant information to the chairman of the board, including the relevant information regarding his or her spouse, registered partner or other life companion, foster child, parent or relative up to the second degree. If the chairman of the board has a similar conflict of interests, he must report this - along with all relevant information - to the vice-chairman of the board. A member of the Board does not take part in discussions and decision-making regarding a subject or transaction whereby he or she had a conflict of interests with the company.

The members of the Board of Commissioners are appointed by the General Assembly, on the recommendation of the Board, taking the profile into account, and after discussion with the Centrale Ondernemingsraad. The Board consists of at least five and at most nine members.

The Board has drafted a profile of its size and composition, while taking into account the nature of the company's activities and the desired expertise and background of the Board's members. The Board aims towards a mixed composition, with regards to age and gender, among other things. Once every three years, the board checks the profile for actuality and accuracy. According to the regulations and the Board's profile, a commissioner can be appointed for three terms of four years each. In case of reappointment, the performance of the commissioner in question is addressed specifically and reappointment only occurs after careful consideration.

The Board of Commissioners' retirement schedule is determined in accordance with the principles of the Corporate Governance Code and is designed to prevent the simultaneous resignation of multiple commissioners.

Due to the size, diversity and complexity of the subjects that it needs to deal with, the Board of Commissioners has set up an Audit Committee and a combined Remuneration and Nomination Committee. The composition of the committees is determined by the Board. The committees advise the Board regarding its tasks and prepare its decision-making processes. In this way, the committees contribute to the Board's effective decision-making.