
During discussions about the strategy, the Board focused on
its implementation and the feasibility of different scenarios,
the company’s operational, financial and ESG goals and their
impact on NSI’s future position in the real estate market, the
company’s main risks and challenges, the interests of stake-
holders and other aspects important to the company, such as
sustainability and integrity.
Monitoring the implementation of the strategy and the
principal risks associated with it.
During meetings in January, April, July and October 2025,
the Supervisory Board convened to specifically discuss and
monitor the implementation of the company’s strategy, to
approve the quarterly, half year or full year results and (interim)
dividends, and to discuss the pertaining press releases, making
sure our shareholders and the broader market were adequately
informed about the company's state of affairs, its financial posi-
tion and its outlook.
These discussions covered various topics, including the imple-
mentation of the 2025–2029 business plan, the 2025 budget
and targets (including those aimed at reducing the energy
intensity of our buildings), customer satisfaction surveys,
shareholder relations, proposals for acquisitions and disposals,
development projects, and the main risks facing the company
and the measures taken to mitigate them. The effects of market
developments on the composition of the real estate portfolio, as
well as the development of the occupancy rate, were frequently
discussed and assessed. The Supervisory Board also constantly
monitored matters including the value of real estate and valu-
ation methodologies, the system of internal controls and risk
control procedures, and corporate governance.
In October 2025, the Supervisory Board met with the Manage-
ment Board to discuss the asset business plans, portfolio stra-
tegy and investment plan, with relevant members of the Asset
M
anagement, Development and Investment teams in atten-
dance. During this meeting, the Management Board and the
Su
pervisory Board discussed and agreed on plans for the invest-
ment portfolio, including preferred investments in sustainability,
nec
essary maintenance, and options for property divestment.
Prior approval of decisions by the Management Board
Important decisions exceeding predefined financial thresholds
require prior approval from the Supervisory Board. During the
approval process, the Supervisory Board assesses, among
other things, whether the proposed decision contributes to the
implementation of the strategy. During the year, the Super-
visory Board considered various opportunities relating to acqui-
sitions and disposals of offices, as well as development and
redevelopment projects.
Development
In 2025, several Supervisory Board meetings, especially the
June meeting, focused mainly on development projects and
internal and external staffing, allowing for broader, more
holistic reflection and control. 'Phase' documents prepared by
the Development Department were submitted to the Super-
visory Board for discussion and approval of the budgets, and
served as the basis for progressing to the next phase of the
specific development project.
Risk management, internal and external auditing
Throughout 2025, the Audit Committee maintained regular
contact with the external auditor, primarily during Audit
Committee meetings.
At the Supervisory Board meeting in December 2025, the Audit
Committee reported on:
• The draft 2025 management letter from the external auditor.
• The company's risk and control framework, particularly the
analysis of risks associated with its strategy and activities.
• The company's risk appetite and the mitigating measures
that have been put in place to manage the risks.
• The effectiveness of internal risk management and control
systems during the year.
• The functioning of, and developments in, the relationship
with the external auditor.
At the AGM on 17 April 2025, KPMG Accountants N.V. was
appointed as auditor with effect from the 2026 financial year.
To ensure continuity and a seamless transition, KPMG attended
a number of Audit Committee and Supervisory Board meetings
alongside PwC during the remainder of 2025.
The Supervisory Board discussed the changes in the Corporate
Governance Code on the topic of the so-called VOR (Statement
on Risk Management) with the Management Board and the
Audit Committee, and changed the relevant wording in NSI’s
Management Board, Audit Committee and Supervisory Board
rules on this topic accordingly.
Internal Audit function
The Internal Audit function is established by the Management
Board, operates independently within the CFO’s portfolio, and
is outsourced to a qualified external service provider. The
provider is appointed by the Management Board upon advice
from the Audit Committee and has a functional (escalation)
reporting line to the Audit Committee. The CFO acts as dele-
gated principal. NSI has no separate internal audit department;
the Supervisory Board annually assesses whether adequate
alternative measures have been taken and whether it is neces-
sary to establish an internal audit department.
Absence of a separate internal audit department and
adequate alternative measures
At the Supervisory Board meeting in December 2025, the Audit
Committee reported on the effectiveness of the internal and
external audit function. As there is no separate department for
the internal audit function, the Supervisory Board assessed
whether adequate alternative measures have been taken.
In line with a recommendation by the Audit Committee issued
in consultation with the external auditor and the Management
Board, the Supervisory Board has considered that NSI has a
compact organization, no activities outside the Netherlands,
and operates in a very limited number of market segments.
Given the fact that NSI uses external expertise to conduct
internal audits based on an internal audit plan that is composed
in consultation with the Audit Committee, the Supervisory
Board is of the opinion that adequate alternative measures
have been taken and there is therefore no need to establish
46 NSI Annual report 2025
Management board report Governance Financial statements Supplementary informationOther informationIntroduction Sustainability