Legal Structure
Under Section 6, Part 4 of Book 2 of the Dutch Civil Code, the rules for large companies ('structuurvennootschap') are mandatory for KPN. As such, KPN has a two-tier management structure with a Board of Management and a Supervisory Board.
Dutch corporate law is changing rapidly. In 2004, important amendments were implemented to increase shareholder rights. Under the new legislation, shareholders are entitled to approve decisions of the Board of Management that have a company transforming effect, to approve the remuneration policy and share (option) plans, to appoint members of the Supervisory Board upon proposal by the Supervisory Board and to dismiss the Supervisory Board.
Furthermore, the Dutch Corporate Governance Code ('Code Tabaksblat'), that provides principles and best practices on the relations between, and responsibilities of, the various bodies of the company has been given a legal basis.
Currently legislation is pending on the improvement of the processes surrounding shareholders'meetings, e.g. through electronic voting. Other pending legislation will cover protection mechanisms. KPN closely monitors these developments. Where relevant, changes in legislation are implemented in our Articles of Association. The Articles were lastly amended on May 3, 2007.
KPN's Articles of Association (PDF, 1.5 MB)
