Corporate Governance

The governance system of TNT Express N.V. is a two-tier board, comprising a Management Board entrusted with the executive management, under the supervision of an independent Supervisory Board.

Shareholders meetings, during which the annual report and related issues are discussed and the financial statements are adopted, are held at least once a year.

Certain corporate decisions need to be approved by the Supervisory Board. For a list of these decisions please see article 26 of the Articles of Association.

  • Corporate Governance Code

    On 10 December 2008, the Dutch Corporate Governance Code Monitoring Committee (the “Committee”) published a revised Dutch corporate governance code (the "Code") with principles of good corporate governance and best practice provisions, based on the Dutch Corporate Governance Code that was published on 9 December 2003 (the “2003 Code”). The Code replaced the 2003 Code and came into effect on 1 January 2009.

    Dutch Corporate Governance Code
    De Nederlandse corporate governance code

    The Code applies to all companies whose statutory seat is in the Netherlands and whose shares are officially listed on the Dutch stock exchange. The Code contains principles, set out in the form of specific best practice provisions, that create a set of standards governing the conduct of management board members, supervisory board members and shareholders. They reflect national and international best practices and may be regarded as outlining the general principles of good corporate governance. Listed companies may choose to depart from the best practice provisions.

    TNT Express will devote a separate chapter of its annual report to a broad outline of its corporate governance structure, which states how the principles and best practice provisions of the Code were applied in the past year, or, in the event that a provision was not applied, states the reason(s) for this course of action. Said chapter will be presented as a separate agenda item for discussion at TNT Express’ annual general meeting of shareholders.

  • Articles of Association

    The Articles of Association of TNT Express N.V., having its corporate seat in Amsterdam, can be downloaded here. Please note that the English version is a translation of the original and authentic Dutch text.

    TNT Express Statuten
    TNT Express Articles of Association 


    Amendments to the Articles of Association

    Amendments to TNT Express' Articles of Association can take place on a proposal of the Executive Board approved by the Supervisory Board and adopted by the General Meeting of Shareholders.

    A proposal to amend the Articles of Association must be stated in a notice convening a General Meeting of Shareholders or announced subsequently by publication in a nationally distributed daily newspaper and in the Official Price List of Euronext Amsterdam, or in such manner as shall be permitted by law at any time.

  • Protection

    Stichting Continuïteit TNT Express (Foundation Continuity TNT Express, or Foundation) was established with a view toward safeguarding the interests of TNT Express N.V. (TNT Express), its affiliated companies, and all interested parties, such as shareholders and employees. It aims to prevent as much as possible influences that are harmful to TNT Express's continuity, independence and identity, or otherwise contrary to its interests. The Foundation is an independent legal entity and is not owned or controlled by any other legal person.

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    The members of the board of the Foundation are:

    ■  P. Bouw (Chair)
    ■  Ms W. Tonkens-Gerkema (Vice-Chair)
    ■  T. Tiemstra

    All members of the board of the Foundation are independent from TNT Express. This means that the Foundation is an independent entity in the sense referred to in Section 5:71 paragraph 1 under c of the Financial Supervision Act (Wet op het financieel toezicht).

    TNT Express’s Articles of Association provide for protective preference shares that can be issued in order to protect the interests mentioned above. The issuance of preference shares allows TNT Express to consider its position under the prevailing circumstances at that time.

    TNT Express and the Foundation have entered into a call option agreement, whereby the latter has an option to acquire a number of preference shares under certain circumstances, provided this number does not exceed the total amount of shares issued minus one and minus any shares already issued to the Foundation.

    The preference shares have a nominal value of € 0.08 and have the same voting rights as TNT Express's ordinary shares. The exercise price with respect to the call option is the nominal value, although upon exercise only € 0.02 per preference share is required to be paid. The remaining € 0.06 is due at such time as TNT Express makes a call for payment by resolution of its Executive Board, which resolution is subject to approval by the Supervisory Board. The Foundation has credit facilities in place to enable it to pay the exercise price.

    Preference shares will be outstanding no longer than strictly necessary; once the reason for their placing has ceased to exist, TNT Express shall propose to the general meeting of shareholders to cancel the preference shares entirely as a class.

    TNT Express has granted to the Foundation the right to file an application for an inquiry into the policy and conduct of business of TNT Express with the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer). TNT Express believes that this may be a useful option in the period before the issuance of preference shares, without causing a dilution of the rights of other shareholders at that stage.

    There are currently no outstanding preference shares.

    Download the Articles of Association of the Foundation.

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Page publication date: 26 May 2011 at 0:00 CET