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. The Executive Board submits the strategy to the Supervisory Board for approval 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 then 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 2025, the Executive Board consisted of two women and three men. Daan Schut was appointed to the Executive Board as Commerce & Network Director with effect from 1 April 2025. This appointment fills the vacancy left by Tjalling Smit's departure as of 1 August 2024.

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 2025.

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.