TNT Express Annual Report 2011

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Governance and compliance Chapter 4 III. CORPORATE GOVERNANCE45 Shareholders External auditor Supervisory Board Committees Supervisory Board 5 CWC: Company Wide Controls Executive Board Corporate – Audit – Integrity Management Board – Risk Management/Internal Control – Financial Reporting – Business Control – Legal – Human Resources Europe & MEA Asia Pacific Americas Other Networks Operating Operating Operating Operating units units units units External regulations Internal regulations, policies and processes – Dutch Corporate Governance Code – Articles of Association – Dutch Civil Code – Business principles – Dutch Financial Markets Supervision Act – By-laws Supervisory Board – NYSE Euronext listing rules – By-laws Executive Board – By-laws Management Board – COSO – ERM 4 – Key controls/CWC 5 – Company policies – Corporate Responsibility standards 4 COSO – ERM: Committee of Sponsoring Organisations of the Treadway Commission (COSO) Enterprise Risk Management (ERM) 43
Governance and compliance Chapter 4 This section of the Annual Report contains an overview of the corporate governance of TNT Express N.V. and also includes the information and statements that must be provided according to the Dutch governmental decree of 20 March 2009 (Stb. 2009, 154). GENERAL TNT Express N.V. is a public limited liability company incorporated in the Netherlands, with its registered seat in Amsterdam, the Netherlands, and is governed by Dutch law. TNT Express is organised in a twotier management system, comprising of the Executive Board and the Supervisory Board. The Executive Board has ultimate responsibility for establishing the mission, vision and strategy for TNT Express and is charged with the overall management and performance of TNT Express. The Supervisory Board supervises and advises the Executive Board, and provides approval for certain important decisions made by the Executive Board. The two Boards are independent of each other and are accountable to the Annual General Meeting of Shareholders. As illustrated in the diagram on page 43, the Executive Board is supported by a Management Board and dedicated functions that are responsible for internal audit, integrity, risk management, internal control, financial reporting, business control, legal compliance and human resources in the discharge of their corporate governance obligations. The composition of the Management Board is described on page 47 of this chapter. TNT Express’ corporate governance structure and processes are based on external regulations (including the Dutch Civil Code, Dutch Financial Markets Supervision Act, Dutch Corporate Governance Code and NYSE Euronext listing rules) complemented by company articles of association, business principles, by-laws, controls and policies that comply with external legal and regulatory obligations, and internationally recognised corporate responsibility standards. FOUNDATIONS OF TNT EXPRESS’ CORPORATE GOVERNANCE The Executive Board is committed to a high standard of corporate governance, information and disclosure, in line with the current Dutch Corporate Governance Code and regulatory requirements. The Executive Board’s compliance statements relative to the Dutch Corporate Governance Code and the Dutch Financial Markets Supervision Act can be found on page 16. Internal control over financial reporting The Executive Board uses the positive elements of former obligations under the Sarbanes-Oxley Act in establishing the company’s governance and internal controls over financial reporting (ICFR). Furthermore, the Executive Board has chosen to expand the scope of the internal controls over the financial reporting framework beyond the minimum requirements that would have been mandatory according to the Sarbanes-Oxley Act, to include certain smaller entities and most entities acquired in the past few years. TNT Express’ specific approach to internal control over financial reporting continues to be generally based on section 404 of the Sarbanes-Oxley Act of 2002 and the associated guidance to management issued by the United States Securities and Exchange Commission in May 2007. In addition, the approach is based on the principles outlined in the Auditing Standards (AS) 2 and takes into account certain elements of the AS 5 as promulgated by the Public Companies Accounting Oversight Board (PCAOB). However, TNT Express’ approach to internal control over financial reporting does not imply an assessment of the adequacy and effectiveness of TNT Express’ internal control and risk management processes over financial reporting under section 404 of the Sarbanes-Oxley Act, nor is there an assessment by TNT Express’ external auditor to that effect. Throughout 2011, TNT Express documented and evaluated the design of internal controls over financial reporting. In addition, TNT Express continued a comprehensive programme of testing the operational effectiveness of its internal controls over financial reporting. Further initiatives on entity level controls were undertaken, including integrity awareness and training (refer to the Integrity section on the following page) and reinforcement of policies and procedures. In 2011, the Executive Board engaged the external auditor to perform specific agreed-upon procedures on the internal control over financial reporting process in all entities in scope for the ICFR programme. The Executive Board believes that this approach develops the discipline needed to maintain and embed internal control over financial reporting across the company. The findings of the external auditor are reported to the Executive Board and the Audit Committee of the Supervisory Board. In 2012, the Executive Board plans to expand the scope and discipline of the ICFR approach to nonfinancial reporting areas in commercial and operational functions. 44
Page 1 and 2: Building on Strengths Annual Report
Page 3 and 4: At a glance AT A GLANCE Financial C
Page 5 and 6: Table of contents CAUTIONARY NOTE W
Page 7 and 8: Overview 2011 and strategy Chapter
Page 23 and 24: Business performance Chapter 2 CHAP
Page 25 and 26: Business performance Chapter 2 II.
Page 27 and 28: Business performance Chapter 2 Desp
Page 29 and 30: Business performance Chapter 2 VI.
Page 31 and 32: Corporate responsibility performanc
Page 39 and 40: Governance and compliance Chapter 4
Page 43: Governance and compliance Chapter 4
Page 73 and 74: Statements Chapter 5 I. FINANCIAL S
Page 75 and 76: Statements Chapter 5 Consolidated i
Page 77 and 78: Statements Chapter 5 Consolidated s
Page 79 and 80: Statements Chapter 5 The Internatio
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Page 83 and 84: Statements Chapter 5 Land is not de
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Statements Chapter 5 In 2010, two a
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Statements Chapter 5 The ageing ana
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Statements Chapter 5 Legal reserve
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Statements Chapter 5 The total net
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Statements Chapter 5 Status of fund
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Statements Chapter 5 13 Other curre
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Statements Chapter 5 The labour for
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Statements Chapter 5 Marie-Christin
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Statements Chapter 5 Members of a s
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Statements Chapter 5 21 Net financi
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Statements Chapter 5 The expiration
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Statements Chapter 5 Acquisition of
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Statements Chapter 5 Rent and opera
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Statements Chapter 5 At 31 December
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Statements Chapter 5 30 Financial i
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Statements Chapter 5 The fair value
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Statements Chapter 5 − − consol
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Statements Chapter 5 The following
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Statements Chapter 5 The balance sh
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Statements Chapter 5 TNT EXPRESS N.
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Statements Chapter 5 Pension disclo
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Statements Chapter 5 Guarantees TNT
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Statements Chapter 5 OTHER INFORMAT
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Statements Chapter 5 EXTRACT FROM T
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Statements Chapter 5 II. CORPORATE
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Statements Chapter 5 NOTES TO THE C
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Statements Chapter 5 ISO 9001 certi
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Statements Chapter 5 10 Internal pr
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Statements Chapter 5 Lost time acci
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Statements Chapter 5 CO 2 emissions
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Statements Chapter 5 26 September 2
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Statements Chapter 5 22 Waste Waste
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Statements Chapter 5 OTHER INFORMAT
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Statements Chapter 5 INDEPENDENT AU
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Investor relations and share price
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Investor relations and share price
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Annexes ANNEXES ANNEX 1 - GLOBAL CO
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Annexes Extent of Nr G3.1 INDICATOR
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Annexes Nr G3.1 INDICATOR Disclosur
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Annexes Nr DMA DMA DMA Extent of re
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Annexes ANNEX 2 - GLOSSARY AND DEFI
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Annexes Greenhouse Gas Protocol The
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Annexes Sustainable energy Sustaina
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TNT Express Annual Report 2011

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