Board of Commissioners Committees
The Supervisory Board works with several committees. Below you can read which committees exist and what their tasks are.
Risk and Audit Committee
The Risk and Audit Committee operates under regulations established by the Supervisory Board, in line with the Dutch Corporate Governance Code. The committee advises the Supervisory Board and oversees, among other things:
- The integrity of the annual financial statements
- Financing and related strategies
- Contact with the external auditor
- Tax planning
- The effectiveness of the risk management and control systems
- The application of information and communication technology
Tasks of the Risk and Audit Committee
The committee supervises and advises on the operation of internal risk management and control systems. This includes oversight of compliance with laws, regulations and codes of conduct.
It also monitors NS’s financial reporting, such as the selection and application of accounting principles, new regulations, and reports from internal and external auditors. The committee ensures recommendations from the external auditor are followed up.
Furthermore, the committee reviews the internal audit function’s work plan and findings, oversees NS’s tax policy and financing, maintains contact with the external auditor, and supervises their independence, remuneration, additional activities and reports of irregularities.
Finally, the committee nominates the external auditor for appointment and approves the annual financial statements, annual budget and significant investments.
Combined Remuneration and Nomination Committee
The Remuneration and Nomination Committees carry out their tasks according to regulations set by the Supervisory Board, in line with the Dutch Corporate Governance Code.
Remuneration Committee
The remuneration policy was established in 2013 by the General Meeting and is explained annually in the annual report. Within this policy, the Supervisory Board determines the Executive Board’s remuneration, based on advice from the Remuneration Committee. NS does not provide loans or guarantees to board members or commissioners.
Tasks of the Remuneration Committee
The committee analyses potential outcomes of variable remuneration components and their impact on directors. It makes proposals to the Supervisory Board regarding the remuneration policy for the Executive Board, which is submitted to the General Meeting for approval.
The committee also proposes remuneration for individual board members, including structure, fixed and variable components, pensions, severance arrangements and other allowances. These proposals are based on scenario analyses and consider organisational balance.
The committee prepares the remuneration report, outlining how the policy was implemented in the past year and plans for upcoming years. This report is public and available on the website and in the annual report.
Nomination Committee
The Nomination Committee sets selection criteria and appointment procedures for commissioners and directors. It assesses the composition and size of the Supervisory Board and creates a profile. The committee also reports on the body’s functioning and makes proposals for (re)appointments.
Tasks of the Nomination Committee
The committee establishes selection criteria and appointment procedures for commissioners and directors, periodically reviews the composition of both the Supervisory Board and Executive Board, and based on this, draws up profiles.
It regularly assesses the performance of individual commissioners and directors, reporting to the Supervisory Board. The committee also proposes (re)appointments and supervises policies for selecting and appointing senior management.
Operational Committee
The Operational Committee prepares decisions concerning the performance of operations within NS. This includes NS Operations, Commercial Affairs and Development, and NS Stations. The committee also reviews operational risks and risks associated with new initiatives and product developments.
Focus areas of the Operational Committee
Focus areas of the Operational Committee include:
- Operational performance and risks
- Acquisition of new rolling stock and refurbishment of existing stock
- Investments in maintenance facilities
- Staffing models
- Service models
- Passenger forecasts
- Network development and timetabling
- Property development, station management and retail within the station business
| Name | Remuneration and Nomination Committee | Risk and Audit Committee | Operational Committee |
| Herman Dijkhuizen | X | X | |
| Janet Stuijt | X (Chair) | X | |
| Ron Teerlink | X (Chair) | ||
| Pamela Boumeester | X | X (Chair) | |
| Klaas Dijkhoff | X | X | |
| Karen de Lathouder | X | ||
| Giny Boer | X |