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 enterprise. 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.

Committees of the Supervisory Board

The Supervisory Board has three permanent committees:

  • The Risk and Audit Committee, which in 2025 consisted of Ron Teerlink (chair), Janet Stuijt, Klaas Dijkhoff and Giny Boer.

  • The combined Remuneration and Appointments Committee, which in 2025 consisted of Janet Stuijt (chair), Herman Dijkhuizen, Klaas Dijkhoff and Pamela Boumeester.

  • The Operational Committee. This consisted in 2025 of Pamela Boumeester (chair), Herman Dijkhuizen, Giny Boer and Karen de Lathouder (as of 10 March 2025).

The Supervisory Board determines the composition of the committees. 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.

Appointment, dismissal and composition

The General Meeting appoints the Supervisory Board members. 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. A Supervisory Board member is appointed for a term of up to four years, on the understanding that this term may be extended on their appointment until the day of the next annual meeting following the end of the four years after their appointment. A Supervisory Board member may be reappointed once for a further four-year term. The Supervisory Board member may subsequently be reappointed again for a two-year term, renewable for a maximum of two years thereafter. These terms may always be extended until the day of the next annual meeting following the expiry of the term of appointment. The Board justifies the reappointment 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 2025, the Supervisory Board consisted of seven members of whom three were men and four women. Karen de Lathouder was appointed as a member of the NS Supervisory Board on 10 March 2025. The Supervisory Board’s retirement schedule can be found on the company's website.

Remuneration

Information on the remuneration of the Supervisory Board members can be found here.

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