Corporate governance
NV Nederlandse Spoorwegen is a public limited company under Dutch law. Its registered office is in Utrecht. NV Nederlandse Spoorwegen is the holding company of NS Groep N.V. NS is a state-owned company.
Corporate governance
The governance of NS is based on the modified two-tier company regime. NS is managed by the Executive Board, which consists of the same people for NS Groep N.V. and NV Nederlandse Spoorwegen (a common board). The Supervisory Board oversees the Executive Board.
Governance framework
Laws and regulations
NS’s governance structure is based on Book 2 of the Dutch Civil Code and the Corporate Governance Code. The Railways Act, the Competition Act and the Policy document on state-owned companies also affect NS’s governance. The structure is detailed in NS’s Articles of Association and in various internal regulations, which are published on the NS website.
Corporate Governance Code
As a major enterprise with a significant role in Dutch society, NS attaches great value to a sound governance structure. Although not a listed company, it still applies the Dutch Corporate Governance Code 2022 (“the Code”), partly in light of the Policy document on state-owned companies. Given that NS is not a listed company and does not have a one-tier management structure, several elements of the Code do not apply to it. NS accounts for its compliance with the Code's principles and best practices on its website.
Shareholder
The sole shareholder of NV Nederlandse Spoorwegen is the Dutch State. The role of shareholder is performed by the Minister of Finance. Key powers of the shareholder under the Dutch Civil Code include appointing and dismissing the Supervisory Board and, under the mitigated structure regime, appointing and dismissing members of the Executive Board on the recommendation of the Supervisory Board. It also has the power to determine the remuneration policy, approve major investments, adopt the financial statements and approve the proposed profit appropriation. Additionally, NS’s Articles of Association stipulate that the shareholder is to be consulted in the formation of the strategy.
The Annual General Meeting takes place within six months after the close of the financial year. The following topics are discussed at this meeting:
discussion of the report of the Executive Board
adoption of the financial statements and profit appropriation
discharging the members of the Executive Board from liability for their policy work and the members of the Supervisory Board from liability for their supervision
adoption of the result profit appropriation
any notification of intended appointments of Supervisory and Executive Board members and of anticipated vacancies on the Supervisory Board
other proposals put forward and announced by the Supervisory Board, the Executive Board or shareholders and other persons entitled to vote, together representing at least one-tenth of the issued capital, with due observance of Article 37.
The Executive Board, the Supervisory Board and the shareholder are free to convene extraordinary general meetings as often as they wish.
Supervisory Board
Tasks and responsibilities
The Supervisory Board’s tasks include supervising the Executive Board’s policies and the general affairs of the company and its affiliated enterprise. The Supervisory Board also advises the Executive Board and acts as the employer in that relationship. In performing its duties, the Supervisory Board focuses on sustainable long-term value creation for the company and its affiliated enterprises. The Supervisory Board does this taking into account the interests of the various parties involved in the company.
The Executive Board promptly provides the Supervisory Board with the information and resources it requires in order to properly perform its role. If the Supervisory Board and/or one of its members consider it necessary, they can obtain information from the Executive Board, NS Audit, the external auditor, the Central Works Council and/or other officials and external advisers to NS. Every year, the Supervisory Board evaluates the performance of the Executive Board as a collective and that of the individual directors. The Supervisory Board reports to the General Meeting.
The division of duties within and working methods of the Supervisory Board are laid down in the Supervisory Board regulations. The Supervisory Board is bound by these regulations as well as by statutory regulations and NS’s Articles of Association. The Supervisory Board as a whole is responsible for the proper implementation of its tasks. The Supervisory Board conducts an annual self-assessment which takes place periodically, namely once every three years, under the guidance of an external expert.
Appointment, dismissal and composition
Supervisory Board members are appointed by the General Meeting. Appointments are made on the recommendation of the Supervisory Board, with due observance of the job profile and after consulting the Central Works Council. The Central Works Council has enhanced powers of recommendation covering the nomination of one-third of the Supervisory Board members. The Supervisory Board has at least five members and no more than nine, to be determined by the Board itself. Supervisory Board members can be appointed for two terms of four years each. After that period, they can be reappointed for a maximum of two terms of two years each. The Board justifies reappointments in its report.
The Supervisory Board has drawn up a profile of its size and composition. This takes into account the nature and activities of the company and the desired expertise and background of the Supervisory Board members. The Supervisory Board aims for a mixed composition of its members with regard to, among other things, expertise, experience, skills, other personal qualities, gender or gender identity, age, nationality, and cultural and other background.
As of 31 December 2024, the Supervisory Board consisted of seven members of whom four were men and three women. In 2024, Klaas Dijkhoff (6 March 2024) and Giny Boer (1 October 2024) were appointed members of the NS Supervisory Board. Herman Dijkhuizen was reappointed for a second four-year term and Janet Stuijt for a third two-year term. The Supervisory Board’s retirement schedule can be found on the company's website.
Interests
Members of the Supervisory Board will not participate in discussions and decision-making around any matter or transaction where the members’ direct or indirect personal interests conflict (or could potentially conflict) with the interests of NS. In 2024, this was taken into account, for example in the sharing of documents, in relation to the supervisory board membership of one NS Supervisory Board member with an NS business partner.
Committees of the Supervisory Board
In view of its size, the diversity and complexity of the matters it has to handle, the Supervisory Board has set up three committees. The Supervisory Board has three committees:
a Risk and Audit Committee
a combined Remuneration and Appointments Committee
an Operational Committee
The Operational Committee was set up in 2024 in response to complex and urgent issues within NS's operations.
The composition of these committees is determined by the Supervisory Board. The committees advise the Supervisory Board and prepare its decisions. The Supervisory Board as a whole remains responsible for the decisions that have been prepared by a committee. For each of its three committees, the Supervisory Board has adopted regulations which lay down the responsibilities, duties, working methods and composition.
Risk and Audit Committee
The Risk and Audit Committee (RAC) advises the Supervisory Board and prepares decisions with respect to monitoring the integrity and quality of NS’s financial and sustainability reporting and assessing the effectiveness of NS’s internal risk management and control systems. On 31 December 2024, the RAC consisted of three Supervisory Board members.
Remuneration and Appointments Committee
The Remunerations and Appointments Committee (Renomco) advises the Supervisory Board and prepares decisions in areas such as the appointment or reappointment and the performance of the Executive Board and the Supervisory Board and the remuneration policy for the Executive Board. The members of the Supervisory Board appointed on the recommendation of the Central Works Council as referred to in Book 2, Article 158(6) of the Dutch Civil Code are automatically part of the Remuneration Committee and thus of Renomco. On 31 December 2024, the committee consisted of four Supervisory Board members.
Operational Committee
The Operational Committee advises the Supervisory Board and prepares decisions on NS's operations. This includes operational performance, passenger forecasts, deployment and service models, network development and timetable. On 31 December 2024, the Operational Committee consisted of three Supervisory Board members.
Executive Board
Tasks and responsibilities
The Executive Board is responsible for the continuity and sustainable long-term value creation of the company and its affiliated enterprise. To that end, the Executive Board develops the vision and the associated mission, strategy and objectives of NS. The Supervisory Board is involved in a timely manner and adopts the strategy after consulting the shareholder. The Executive Board is also responsible for managing the business and implementing NS strategy. In addition, the Executive Board is responsible for compliance with all relevant laws and regulations, risk management and financing of the company. Annually, the Executive Board evaluates the risk appetite, which is set by the Supervisory Board.
In carrying out its duties, the Executive Board takes the sustainability aspects of the business and the impact of sustainability issues on NS into account. NS maintains a dialogue on these issues with stakeholders and carefully weighs their interests. This means that when developing strategy and making decisions, in addition to finance, the Executive Board also considers aspects such as safety, impact on people and the planet, and NS’s role in the provision of sustainable mobility. The Executive Board reports to the Supervisory Board and the General Meeting. There is an annual general meeting of shareholders at which the Executive Board renders account. Throughout the year, there are at least six regular meetings plus ad hoc meetings.
In addition to legal requirements and the Articles of Association, the Executive Board also is bound by its own regulations, which set out its procedures. Under the applicable governance framework, certain decisions of the Executive Board must be submitted to the Supervisory Board and/or the general meeting for approval. Both the Executive Board as a whole and each individual Executive Board member are authorised to represent NS.
Appointment, dismissal and composition
Executive Board members are appointed by the General Meeting on the recommendation of the Supervisory Board. The Supervisory Board decides on the number of members of the Executive Board and the distribution of portfolios. Members of the Executive Board can be suspended or dismissed by the General Meeting. Members of the Executive Board are appointed or reappointed for a period of no more than four years. The Supervisory Board and Executive Board aim for an appropriate level of diversity (gender, age, experience, competence, cultural background) in the composition of the Executive Board.
On 31 December 2024, the Executive Board consisted of two women and two men. A fifth member will join the Executive Board with effect from 1 April 2025. Angelique Magielse was appointed to the Executive Board as Finance Director effective 1 March 2024. She succeeded Bert Groenewegen, who stepped down as a member of NS’s Executive Board on 1 March 2024. Liesbeth Kaashoek was appointed People & IT Director on 1 June 2024. This appointment fills the vacancy left by Anneke de Vries' departure at the end of 2023. The Commerce & Development Director, Tjalling Smit, stepped down as a member of NS’s Executive Board with effect from 1 August 2024. His successor will take office on 1 April 2025, when Daan Schut joins the Executive Board.
Interests
The Articles of Association and Executive Board regulations contain instructions on how the Executive Board should deal with conflicts of interest. Decisions by the Executive Board to enter into transactions involving, among other things, conflicts of interest that are of material significance to NS and/or a member of the Executive Board require the prior approval of the Supervisory Board. Such transactions are published in the report of the Executive Board, stating the conflicting interests. There were no such transactions in 2024.
Remuneration
The remuneration and terms of employment of Executive Board members are established by the Supervisory Board with due regard for the remuneration policy. The remuneration policy is adopted by the General Meeting.
External auditor
The General Meeting appoints the external auditor on the recommendation of the Supervisory Board. KPMG is the new external auditor of NS with effect from 1 January 2024. The external auditor reports to the Supervisory Board and the Executive Board with regard to the audit it has conducted. After the examination and audit, the external auditor issues an opinion on the integrity of NS’s annual report and financial statements. Read the auditor’s audit opinion and assurance report here.
The external auditor attends the meetings of the Supervisory Board at which the report on the audit of the financial statements is discussed. He is available for the general meeting at which the adoption of the financial statements is discussed. The external auditor also attends the meeting of the Supervisory Board held to discuss the six-monthly figures. In principle, the external auditor attends RAC meetings, unless the RAC determines otherwise. The RAC reports annually to the Supervisory Board on the functioning of and developments in the relationship with the external auditor.
Three lines of defence model
NS has designed its risk governance approach according to the ‘three lines of defence’ model. The guiding principle in this model is that the first line of defence (line management) is responsible for risk management by properly embedding it in processes and clearly assigning responsibilities. The second line of defence, comprising Risk & Compliance, provides support and advice and makes sure that line managers are fulfilling their responsibilities as intended. Furthermore, risks are explicitly and demonstrably considered in decision-making, partly due to advice from the second line. The third line of defence, comprising NS Audit, carries out independent audits to make sure that the risk management and internal control system is working properly. Finally, safeguards have been put in place to ensure that NS will learn from incidents, thus promoting the continuous improvement of risk management processes.
NS Audit
NS Audit provides independent and objective assurance and advice on the adequacy of governance, risk management and internal control measures. This supports the achievement of NS's objectives and promotes continuous improvement in its operations. Every year, NS Audit draws up an annual audit plan that is adopted by the Executive Board and the Supervisory Board.
NS Audit is immediately subordinate to the Executive Board. In view of the changes in the Executive Board, a temporary distribution of Executive Board portfolios was agreed in 2024, with the NS Audit Director temporarily reporting to the Finance Director. The NS Audit Director also reports to the chair of the RAC. The NS Audit Director has direct access to the NS Chair and CEO, the chair of the RAC, the members of the Executive Board, the members of the Supervisory Board and the external auditor. The NS Audit Director attends RAC meetings.
NS Risk & Compliance
NS Risk & Compliance (R&C) supports the Executive Board and management in achieving the company's objectives by:
providing insight into risks and compliance issues in relation to NS's strategy and operations;
advising on control and other measures to be taken.
R&C is immediately subordinate to the Executive Board. The R&C Director has reported to the Finance Director since the start of 2024 in the context of the temporary distribution of Executive Board portfolios. In addition, the R&C Director has regular meetings with the RAC chair. R&C provides high-quality quarterly risk reports to the Executive Board and the RAC. The R&C Director attends RAC meetings.
Regulators
NS has to deal with external regulators who, among other things, monitor NS’s compliance with specific laws and regulations. Key regulators:
The Netherlands Authority for Consumers and Markets (ACM), which monitors compliance with the Competition Act and, specifically in relation to NS, compliance with the Railway Act and the Passenger Transport Act 2000.
The Dutch Data Protection Authority (AP), which monitors compliance with statutory rules on the protection of personal data.
The Human Environment and Transport Inspectorate (ILT), which oversees the safety of passenger transport and maintenance operations.
The Netherlands Labour Authority, which monitors compliance with laws and regulations of the Ministry of Social Affairs and Employment, including working conditions.
The Dutch Authority for the Financial Markets (AFM), which supervises insurers and other financial service providers. With its internal insurance business, NS falls under the Financial Supervision Act and AFM supervision.
The Netherlands Food and Consumer Product Safety Authority (NVWA), which monitors compliance with laws and regulations of the Ministry of Agriculture, Nature and Food Quality (LNV), including the Commodities Act.