Remuneration policies for the next financial year

The Supervisory Board has evaluated the remuneration policies for the Board of Management and Supervisory Board. We have considered input from stakeholders and the requirements of the EU Directive on the encouragement of long-term shareholder engagement (SRD II) and the Dutch regulation implementing this Directive. As a result, new policies were prepared for both boards, to be submitted for approval at the in April 2020.

Remuneration Policy for the Board of Management

The Supervisory Board has concluded that the Remuneration Policy for the Board of Management – approved by the AGM in 2005 and since amended, most recently in 2018 – is in line with the objectives of the company. The remuneration it provides is balanced and adequate. The disclosure on the Policy has been extended to provide additional insight, in compliance with SRD II, and the Remuneration Policy will be submitted to the AGM with limited changes.

For implementation in 2020, the Supervisory Board has decided that:

  • The one-off Performance Incentive Plan introduced in 2018 remains in place, to be concluded this year. The suspension of the matching shares arrangement will be continued until this conclusion
  • Metrics applied for the STI in 2019 were and OCF, and are intended to continue for the 2020 financial year, as they remain relevant and aligned with the company’s strategy
  • Metrics applied for LTI will remain in line with the strategic direction of the company. Should there be any changes to the current metrics, these will then be submitted to shareholders for approval

Remuneration Policy for the Supervisory Board

The Supervisory Board has concluded that the Remuneration Policy for the Supervisory Board – approved by the AGM in 2014 – is in line with the objectives of the company. The remuneration it provides is balanced and adequate and will remain unchanged. The disclosure on the Policy has been extended to provide additional insight, in compliance with SRD II, and this revised Remuneration Policy will be submitted to the .

AGM

Annual General Meeting of shareholders.

ROS (return on sales)

This is a key profitability measure and is calculated as adjusted operating income as a percentage of revenue.

AGM

Annual General Meeting of shareholders.