Governance statement
TNT applies the principles and best practice provisions of the Dutch corporate governance code, taking into account the recommendations of the Dutch Corporate Governance Code Monitoring Committee (the Frijns Committee), except for the following best practice provisions and recommendations below that are not fully applied:
- provision II.2.7 Dutch corporate governance code and recommendation 23 of the Frijns Committee: maximum remuneration in the event of dismissal of members of the Board of Management.
- For the contractual severance payments (other than related to a change in control) for members of the Board of Management who are not residents of the Netherlands, TNT follows local market practice for that part of the base salary earned in the country of residence. This is done to ensure that TNT can offer a competitive package to foreign members of the Board of Management commensurate with local practice.
- In case of a change in control, the members of the Board of Management are entitled to a severance payment consisting of the sum of the last annual base salary and pension contribution plus the average bonus received over the last three years multiplied by two. TNT is of the opinion that such payment is realistic taking into account the special position of members of the Board of Management in a change in control situation. Also, the Supervisory Board may decide that the performance shares vest in whole or in part.
- provision III.3.4 Dutch corporate governance code: maximum number of Supervisory Board positions held by members of the Supervisory Board with Dutch listed companies. Currently all members are compliant with the Dutch corporate governance code except for the Chairman of the Supervisory Board, Mr Hommen. He was appointed as chairman of the supervisory board of ING Group per 1 January 2008. Since a chairmanship counts as 2 mandates, Mr Hommen now holds 6 mandates. To remain compliant with the Dutch corporate governance code Mr Hommen will step down as chairman of the Supervisory Board of TNT later in 2008.
- recommendations 25 and 26 of the Frijns Committee: the relation between performance targets and remuneration should be made visible ex ante and ex post. The performance targets should be definite, quantified and specific. TNT discloses the nature of the performance targets but not the actual targets. TNT has opted to use performance targets aligning the remuneration of the Board of Management with the business performance. As a result the targets are so specific that they contain competition-sensitive information.
In the Remuneration Report 2007, TNT explains why it deviates from these best practice provisions and recommendations. Material future (corporate) developments might justify further deviances from the Dutch corporate governance code at the moment of occurrence.
Each substantial change in the corporate governance structure of the company and in the compliance of the company with the Dutch corporate governance code shall be submitted to the general meeting of shareholders for discussion.