Corporate Governance structure at NS
NV Nederlandse Spoorwegen is a public limited company under Dutch law, headquartered in Utrecht. As NS is state-owned, the mitigated structure regime applies.
Company structure
NS is managed by the Executive Board, while oversight is the responsibility of the Supervisory Board. These bodies operate independently and report to the General Meeting of Shareholders (the General Meeting).
NV Nederlandse Spoorwegen is the holding company of NS Groep NV.
Shareholder
The sole shareholder of NV Nederlandse Spoorwegen is the Dutch State. This shareholder role is fulfilled by the Ministry of Finance. The mitigated structure regime and the company’s articles of association apply to the relationship with the General Meeting.
Organisation of the company
The Executive Board is ultimately responsible for NV Nederlandse Spoorwegen and its subsidiaries. NS operates in three segments:
- passenger transport
- hub development and management
- rail infrastructure and construction
Executive Board
The Executive Board manages NS and reports to the Supervisory Board and the General Meeting of Shareholders. The Board sets NS’s vision, mission, strategy and objectives. These are implemented together with the business units and subsidiaries through their directors.
Certain decisions require prior approval from the Supervisory Board and/or the General Meeting, as set out in the articles of association and Supervisory Board regulations.
The Executive Board ensures transparent governance, making clear how decisions are made.
Board members are appointed by the General Meeting on the recommendation of the Supervisory Board. They can also be suspended or dismissed. Terms last four years, with reappointment possible.
Each member individually—and the Board as a whole—may represent NS. Duties, responsibilities and procedures are defined in the articles of association and the Executive Board regulations, always considering NS’s interests.
If a member has a personal interest conflicting with NS’s interests, they must immediately inform the Chair of the Supervisory Board and other Board members. That member does not participate in discussions or decisions on the matter. If the entire Board has such an interest, the Supervisory Board decides. The General Meeting may appoint a representative.
The NS secretary ensures procedures are properly followed and comply with laws, regulations and the articles of association.
Downloads
Executive Board Remuneration Policy (in Dutch) Executive Board Regulations (in Dutch) Articles of Association of NS (in Dutch)
Supervisory Board
The Supervisory Board oversees:
- the policy of the Executive Board
- the general affairs of NS and its affiliated companies
In addition, the Supervisory Board advises the Executive Board and focuses on the interests of NS and its affiliated companies.
The Executive Board provides all necessary information and resources in a timely manner for the Supervisory Board to perform its duties effectively.
The tasks and working methods of the Supervisory Board are set out in the articles of association and regulations. The Board follows the best practices and principles from Chapter III of the Dutch Corporate Governance Code.
The Board regularly evaluates its own structure and functioning. This is a shared responsibility. Members are independent and act without a mandate.
If a commissioner has a personal interest that may conflict with NS, they must immediately report this to the Chair of the Board. If necessary, the Chair reports it to the Vice-Chair. The member concerned then does not participate in discussions or decisions on that matter.
Members of the Supervisory Board are appointed by the General Meeting on the Board’s recommendation and after consultation with the Central Works Council. The Board consists of at least five and no more than nine members.
Composition considers:
- the nature and activities of NS
- required expertise
- a good balance of age and gender
The profile is evaluated and adjusted every three years if necessary. A commissioner can be appointed for a maximum of three terms of four years each. Functioning is explicitly considered during reappointment. There is also a retirement schedule to avoid too many members stepping down at once.
Due to the organisation’s complexity, there are three committees:
- Risk and Audit Committee
- Combined Remuneration and Nomination Committee
- Operational Committee
These committees advise the Board and prepare decisions to ensure effective decision-making.