Report of the Supervisory Board

In 2022, the agenda of the Supervisory Board featured several themes of crucial importance to the strategy of NS, including the new main rail network franchise (effective from 2025) and the proposed sale of Abellio UK. Issues such as labour market shortages, a new CLA, work pressure and their consequences for our daily operations demanded considerable attention on 2022.

Staff shortages, work pressure and a new CLA

Like many other companies in the Netherlands, NS was hit hard by persistent labour market shortages. The lack of train drivers and guards in particular had a severe impact, and was one of the causes of high levels of work pressure and sickness absence among NS colleagues. As a result, NS had no option but to scale down its timetable. The Supervisory Board has considered the question of whether NS should have anticipated the labour market shortages in the wake of the COVID-19 crisis, and what it should or could have done differently. The Board concludes that the company, like companies in many other sectors, underestimated developments on the labour market after COVID-19. Staff shortages have presented NS with several huge challenges. The Supervisory Board discussed these challenges extensively with the Executive Board and the employee participation bodies. The negotiations on a new CLA took place in parallel with those discussions last year. The Supervisory Board also notes that NS colleagues went on strike on a total of five days last year; its main role in that context was to serve as a sounding board for the Executive Board.

The new main rail network franchise

The new main rail network franchise that will come into effect in 2025 was one of the most significant themes in 2022, featuring in discussions and negotiations with the Ministry of Infrastructure and Water Management and in the Lower House. At practically all meetings, the Executive Board or colleagues involved in the process updated the Supervisory Board on the state of affairs. In addition, the Supervisory Board established a special committee to concern itself with the new franchise; the committee members include Ms Van Lier Lels, Mr Van der Feltz and Mr van de Aast. This new committee had a number of ad hoc meetings last year with the NS colleagues involved. The committee served as a sounding board and contributed views on what the franchise might look like. The franchise and the associated Schedule of Requirements also featured regularly on the agenda of talks with the shareholder. The realisation of the main rail network franchise is an intensive process that involves a large number of stakeholders. From the start, NS has had a very clear idea of what the franchise should consist of. In recent years, we have made substantial investments in high-quality train products for passengers in the Netherlands, so it would only be logical for the franchise to be awarded to NS as a state participation - also with regard to the importance of an integrated main rail network that offers high-quality passenger services compared with those in other countries. The process has not yet been finalised, but thanks in part to support from the vast majority of MPs we now have a draft available for further discussion.

Abellio UK and Abellio Germany

Several years ago, NS reconsidered its international strategy and decided that its international operations should serve the interests of (passengers in) the Netherlands. Given that it was difficult to demonstrate that they did in the case of the rail franchises in the United Kingdom, NS decided to sell its subsidiary Abellio UK. Due in part to Brexit, the Williams review of the British railway sector and the COVID-19 crisis, this process is taking longer than scheduled. NS will probably transfer the franchises to the management of Abellio UK at the beginning of 2023. While this will have a very substantial impact on the turnover and size of NS Group, the Supervisory Board does not expect that the disposal of this international activity will have any adverse effects on our Dutch operations. There was no synergy between the companies in the United Kingdom and the Netherlands, and the UK operations did not serve the interests of passengers in the Netherlands.

NS will continue its German operations, through Abellio Germany. Over the past few years we have had to give up several franchises as we proved unable to operate them at a profit, attributable in part to unforeseen external factors such as high penalties due to the unavailability of infrastructure. Furthermore, local authorities made insufficient efforts to assist Abellio in solving the problems. It is part of the NS strategy to operate cross-border connections between the Netherlands and Germany, for example to Lower Saxony and North Rhine-Westphalia and on to Berlin.

Implementing the NS strategy

In view of the considerable operational challenges, the Supervisory Board has critically examined the underlying causes of the scale-down. These include high sickness absence, staff shortages, the inflow of new colleagues, and employee satisfaction issues. The reduced timetable often meant shorter trains, at times leading to serious crowding. At the same time, NS is still struggling with a passenger deficit in the aftermath of COVID-19 which, in part, has turned out to be structural in nature: commuters, the most lucrative category of passengers, are increasingly working from home or bought a car (or a second car) during the COVID-19 crisis. Even so, passengers are returning to the train. Despite the current challenges, the Supervisory Board is convinced that public transport will continue to play an essential role in improving the accessibility of the Netherlands.

At the same time, NS is increasingly developing into a broad-based provider of mobility services. The Supervisory Board notes that the range of door-to-door services is becoming more and more successful, as reflected in the broader range of transport options offered in the NS App. In this way, the Mobility as a Service concept is becoming an increasingly concrete proposition. NS stations serve as hubs with an important function in every passenger's journey, and are a key factor in passenger satisfaction. In this respect, too, NS continues to make further quality improvements, for example as regards sanitary facilities and safety. In addition, stations, real estate and station areas provide opportunities for us to contribute to the housing construction challenge the country is facing.

Over the past year, the Supervisory Board also extensively considered NS's sustainability strategy. The key question was: How can NS contribute to transforming the Netherlands into a sustainable society? NS will make the greatest impact if as many people as possible travel by train instead of by car or by plane. So facilitating that transition is a priority: we need to invest with others in sustainable and energy-efficient trains to make sure the very heart of our operations is sustainable.

Safety

The Supervisory Board attaches great importance to safety, which is a key theme during its meetings, work visits and safety walks. A company such as NS cannot afford to lose sight of employee and passenger safety. Indeed, NS is extremely active in the field of safety and the Supervisory Board is proud of that. Unfortunately though, every year accidents do take place, such as the collision of a train with a bus in Bergen op Zoom last October, in which fortunately nobody was hurt.

An important item on last year's agenda was the RIVM report on chromium-6 (in Dutch) and the apologies that the Executive Board offered to current and former employees who may have been exposed to this substance. Working with chromium-6 may have made people ill and even though these working practices belong to a different era, their huge impact continues up to the present day.

In 2022, the Supervisory Board also discussed the evaluation of the rail accident at ScotRail in 2020. Three people died in this accident, including the train driver and the guard. The investigation has shown that the accident was caused by infrastructural problems and was not the fault of the carrier. The recommendations from the investigation report have been extrapolated so that we can also learn lessons for the Dutch situation.

A safety incident of a completely different kind was the IT outage of 3 April, which paralysed train services (in Dutch) for much of the day. This was a major incident and the Supervisory Board evaluated it extensively, also to minimise the risk of similar incidents in the future.

Financial position

NS achieved a net profit of €579 million for 2022, which will be added to the financial reserves. The result from operating activities was €391 million. Without the public transport availability payment and non-recurring and exceptional items, however, the result from operating activities is €304 million negative.

NS will continue to face major challenges in the years ahead, as a result of expected lower passenger numbers and revenues in the aftermath of the COVID-19 pandemic. Our financial position is also an important factor in agreements on the new franchise.

Investments

Despite the financial challenges it is facing, NS continues to invest in measures to prevent a shortage of trains in the longer term. In late December, NS ordered 60 single-decker and double-decker trains from Spanish manufacturer CAF. The Supervisory Board also considered the investments in the ICNG, which can be used for cross-border services into Germany.

Corporate governance

Changes in the Executive and Supervisory Boards

Executive Board

Following the unexpected departure of Marjan Rintel, the first priority was to safeguard the continuity of effective management. At the Supervisory Board's request, Bert Groenewegen assumed the role of interim CEO on 19 May. The other members of the Executive Board also made extra efforts. The Supervisory Board is very grateful to them for that. At the same time, the Supervisory Board also looked for a person to succeed Ms Rintel. The Supervisory Board welcomes the arrival of Wouter Koolmees as the new CEO of NS from 1 November. Mr Koolmees made a very good start. The Supervisory Board wishes to thank Ms Rintel for her commitment to NS over the past eight years.

Supervisory Board

There were no changes in the membership of the Supervisory Board in 2022. Following the shareholders’ meeting of 2 March 2023, after nine years Gerard van de Aast stepped down as chair and member of the Supervisory Board. The Supervisory Board has found an excellent successor in Herman Dijkhuizen, who will take over on 1 July 2023. The Supervisory Board is looking for a new member to bring it back to the desired number of six supervisory directors and to serve as chair of the RAC. Nebahat Albayrak has announced that she does not wish to serve a second term after 1 June 2023.

Functioning of the Supervisory Board

Every three years, the Supervisory Board engages an external agency to evaluate its own performance. The Executive Board conducts internal evaluations in the intervening years. The Supervisory Board commissioned such an external evaluation in 2022. The results showed that despite the intensity of the work and the crises of the past two years, the overall performance of the Supervisory Board was good. The many meetings and huge tasks also placed significant pressure on individual supervisory directors. The external evaluation also considered the relationship between the Supervisory Board and the shareholder and the Executive Board. The Supervisory Board discussed the outcomes with the shareholder and the Executive Board, and is now implementing the improvement points in practice.

The functioning of the Executive Board and collaboration with the Supervisory Board

The Executive Board functioned satisfactorily under extraordinary circumstances that called for considerable flexibility and creativity. The Executive Boards performs its tasks effectively. The relationship between the Supervisory Board and the Executive Board is professional and good. The Supervisory Board is involved in major and complex decisions in a timely and effective manner. The discussions also cover concrete dilemmas. The Supervisory Board has confidence in the Executive Board and professional relations between the two boards are good. Both the Supervisory Board and the Executive Board keep to their roles in the performance of their tasks.

Supervisory Board meetings

In total, the Supervisory Board met eight times in the past year. Virtually all of these meetings were attended by all the Supervisory Board Members, with average attendance amounting to 90%. The Supervisory Board has two permanent committees: the Risk and Audit Committee, and the combined Remuneration and Appointments Committee.

Risk and Audit Committee

The Risk and Audit Committee (RAC) consists of all Supervisory Board members and is chaired by Herman Dijkhuizen. The committee met four times. The CEO, the members of the Executive Board for Finance and Risk & Compliance, the Audit Director, the Group Control & Expertise director and the external auditor were also invited to these meetings. The external auditor attended all RAC meetings.
Depending on the agenda, other individuals - such as the directors of Legal Affairs and Sustainable Enterprise - were also invited. In 2022, the committee held discussions about the financial statements, the annual report and the yearly reporting for the Ministry of Infrastructure and Water Management, the six-monthly figures, the budget, risk management and risk appetite, the group plan for 2022-2026, periodic reporting by the I&C department, plans and reports of the Internal Audit department, reports prepared by the external auditor, the successive external auditor, Abellio and cybersecurity issues.
The RAC also discussed rolling stock reports and the performance of the external audit function. A key focus of the RAC, based in part on the available reports, was the progress made in addressing undesirable types of behaviour and preventing nuisance.
One important point in the external auditor's management letter was the nature of the involvement of NS with Abellio UK after the sale. In addition, the auditor advised NS to report more explicitly on the effectiveness of the measures taken via cyber KPIs, and called attention to developments concerning non-financial information (CSRD) and the important role of data in this regard.
The most significant topics in the auditor's report at year-end that were discussed concern the results, solvency, the financing and continuity of NS, the update on the impairment of assets in the Netherlands, how the acquisition of entities under Transport Holding Germany and support measures are shown in the accounts, developments regarding Abellio Germany and the sale of Abellio UK.
Over the course of the year, the chair of the Supervisory Board and the chair of the RAC held several consultations separately with the external auditor and the shareholder.

In addition, the RAC hosted a session on cybersecurity and another one on sustainability, which were attended by external experts as well as representatives from internal departments.

Remuneration and Appointments Committee (combined)

The combined Remuneration and Appointments Committee is chaired by Janet Stuijt; its members are Gerard van de Aast, Nebahat Albayrak, Pim van der Feltz and Marike van Lier Lels. The committee met three times in 2022. The topics discussed include talent and leadership development, succession planning and the remuneration for the Executive Board. The committee also considered the remuneration report, target letters, the appraisal process, sickness absence and the Abellio Gain Sharing Plan. In addition, the committee held a meeting on finding a candidate to succeed Marjan Rintel. All members of the Supervisory Board are independent as defined in the Dutch Corporate Governance Code. The Supervisory Board broadly subscribes to best practice stipulations 2.1.7 through to 2.1.9 in the 2016 Code.

Shareholder

The Supervisory Board maintained good relations and regular contacts with the shareholder.

Employee participation

In 2022, the Supervisory Board met with the Central Works Council on many occasions. Among various other themes, we discussed the staff shortages, the new franchise, the post-COVID-19 strategy and finding a successor to Marjan Rintel. The Supervisory Board also had two ‘Section 24 Works Council Act meetings’ with the Central Works Council and the Executive Board.

Relationship with the external auditor

As standard, the external auditor attends all meetings of the Risk and Audit Committee (RAC). The external auditor also attends the meetings of the full Supervisory Board when the financial statements and six-monthly figures are discussed. In addition, the RAC consults with the external auditor without the Executive Board being present. Every year, the RAC evaluates the external auditor's performance and issues a report to the Supervisory Board.

During 2022, the RAC also conducted a procedure to select a new auditor. After this careful procedure, KPMG was selected as the most suitable party. KPMG will take over and prepare the financial statements of NS starting in 2024.

About this report

The financial statements for 2022, as prepared by the Executive Board, were discussed within the Supervisory Board in the presence of the external auditor. The financial statements are accompanied by the Executive Board’s report. We invite the General Meeting to adopt the 2022 financial statements. We also invite our shareholder to discharge the Executive Board and the Supervisory Board from their liabilities. The Supervisory Board proposes adding the profit for the 2022 financial year to the distributable reserve.

The Supervisory Board would explicitly like to thank all employees, the employee participation bodies and the Executive Board of NS. Like the two previous COVID-19 years, 2022 was another challenging year that took its toll on all of us. Still, all colleagues continued with full commitment throughout the year. 2023 will once again requires a great deal of resilience on the part of our people, but passengers will always be able to count on NS.

Utrecht, 22 February 2023