Board of Commissioners' committees

The Risk and Audit Committee carries out its tasks according to the regulations approved by the Board of Commissioners according to the Dutch Corporate Governance Code. The Risk and Audit Committee advises the Board of Commissioners about, and monitors the integrity of, the annual accounts, finances and finance related strategies, contact with the external accountant, fiscal planning, the function of the risk management and monitoring system, and the application of information and communication technology. The chairman of the Audit Committee is financial expert, Mr. Herman (H.) Dijkhuizen.

The Risk and Audit Committee's tasks involve:

• Supervision, monitoring and advising the Board of Directors regarding the function of the internal risk management and monitoring system, including supervising compliance with the relevant legislation and regulations and supervision of the effectiveness of behavioural codes.
• Supervision of the disclosure of financial information by the company (choice of accountancy policies, application and assessment of the performance of new rules, insight into the use of accounting estimates in the annual accounts, prognoses, the work of internal and external accountants in this field)
• Supervision of the compliance with recommendations and following up of comments from external accountants
• Taking note of the internal auditors' work schedule and their findings
• Supervision of the company's policies regarding tax planning
• Supervision of the company's finances
• Maintaining regular contact with, and supervision of, the relationship with the external accountant, including particularly; (i) the assessment of the independence, remuneration and possible non-monitoring activities of the external accountant, (ii) the determination of the involvement of the external accountant regarding the content and publication of the financial reports (besides the annual accounts) by the company, and (iii) taking note of inconsistencies with regards to the content of financial reports as reported by the external accountant
• The recommendation to nominate the external accountant
• The approval of the annual accounts and the approval of the annual budget and important capital investments for the company

The remuneration and nomination committee carries out its activities according to the regulations approved by the Board of Commissioners in accordance with the regulations established in the Dutch Corporate Governance Code.

Remuneration Committee

The remuneration policy was established by the General Assembly in 2013 and the annual reports are published in accordance with this resolution. Within this established policy, the Board of Commissioners determines the salary of the Board of Directors based on advice from the Board's Remuneration Committee. NS does not grant loans or guarantees to its Board members.

The Remuneration Committee's tasks include:

• The analysis of the possible outcomes of the variable salary components and the consequences thereof for the salary of directors.
• The submission of a proposal to the Board of Commissioners regarding the salary policy to be followed for members of the Board of Directors for adoption by the General Assembly.
• The submission of a proposal regarding the salary of individual members of the Board of Directors for adoption by the Board of Commissioners, in which the following points are dealt with: (i) the salary structure, (ii) the size of the fixed salary and/or other variable salary components, pension entitlements, severance packages and other remunerations, as well as the performance criteria and their application; the proposal is partly based on scenario analyses and takes the remuneration ratios within the company into account.
• The drawing up of the remuneration report about enacted remuneration policy, to be determined by the Board of Commissioners. The Board of Commissioners' remuneration report includes a report of the manner in which salary policy has been implemented over the past fiscal year, and contains an overview of the salary policy that the Board of Commissioners expects to use for the next year and the years to come. The report states how the chosen salary policy will contribute to the realisation of the company's long term goals and those of its subsidiaries, in accordance with the risk profile. The remuneration report by the Board of Commissioners is published on the company's website and included in the annual report.

The Nomination Committee

The Nomination Committee sets the selection criteria and appointment procedures for the appointment of commissioners and directors. It periodically assesses the size and composition of the Board of Commissioners and proposes a profile outline for the body to the Board. It also drafts a report for the Board regarding the body's performance and proposes appointment or reappointment of commissioners.

The Nomination Committee's tasks include:

• The drafting of selection criteria and appointment procedures for commissioners and members of the Board of Directors.
• The periodical assessment of the size and composition of the Board of Commissioners and the Board of Directors and the drafting of a proposed profile outline for the Board of Commissioners.
• The periodical assessment of the performance of individual commissioners and members of the Board of Directors and the reporting of this to the Board of Commissioners.
• The submission of proposals for appointment or reappointment.
• The supervision of executive policy with regards to selection criteria and appointment procedures for upper management.