Note 22: Remuneration of the Supervisory Board and the Board of Management
Total compensation to key management personnel amounted to €14.5 million (2015: €13.5 million). An amount of €8.6 million relates to short-term employee benefits (2015: €7.8 million); €1.1 million to post-contract benefits and other post-contract compensation (2015: €1.1 million); and €4.8 million to share-based compensation (2015: €4.6 million). The members of the Executive Committee that are not a member of the Board of Management are included in key management personnel.
Supervisory Board
Members of the Supervisory Board receive a fixed remuneration: €130,000 for the Chairman, €78,000 for the Deputy Chairman and €65,000 for the other members. Members of committees receive an extra compensation. Members living outside the Netherlands receive an attendance fee dependent on the country of residence. Members who are resident in the Netherlands do not receive an attendance fee except for meetings held outside the Netherlands.
In accordance with the Articles of Association and good corporate governance practice, the remuneration of Supervisory Board members is not dependent on the results of the company.
We do not grant share-based compensation to our Supervisory Board members. Travel expenses and facilities for members of the Supervisory Board are borne by the company and reviewed by the Audit Committee. The shares in the company owned by Supervisory Board members serve as a long-term investment in the company.
number of shares at year-end |
2015 |
2016 |
||
|
||||
Antony Burgmans |
551 |
551 |
||
Sari Baldauf |
– |
– |
||
Peggy Bruzelius |
500 |
500 |
||
Byron Grote 1 |
1,333 |
2,008 |
||
Louis Hughes |
548 |
548 |
||
Pamela Kirby |
– |
– |
||
Dick Sluimers |
– |
– |
||
Ben Verwaayen |
– |
– |
||
|
Total remuneration |
Remuneration |
Attendance fee |
Committee allowance fees |
Employer’s charges |
Total remuneration |
||||
in € |
2015 |
|
|
|
|
2016 |
||||
|
||||||||||
Antony Burgmans, Chairman |
160,000 |
130,000 |
15,000 |
20,000 |
– |
165,000 |
||||
Sari Baldauf |
97,500 |
65,000 |
17,500 |
25,000 |
– |
107,500 |
||||
Peggy Bruzelius |
110,300 |
65,000 |
12,500 |
20,000 |
16,300 |
113,800 |
||||
Byron Grote, Deputy Chairman 2 |
103,300 |
68,300 |
12,500 |
25,000 |
– |
105,800 |
||||
Louis Hughes |
120,300 |
65,000 |
30,000 |
20,000 |
1,200 |
116,200 |
||||
Pamela Kirby 1 |
– |
43,300 |
10,000 |
3,750 |
– |
57,050 |
||||
Dick Sluimers |
59,100 |
65,000 |
2,500 |
20,000 |
– |
87,500 |
||||
Ben Verwaayen |
98,600 |
65,000 |
10,000 |
15,000 |
1,200 |
91,200 |
||||
Total |
749,100 |
566,600 |
110,000 |
148,750 |
18,700 |
844,050 |
||||
Board of Management
The individual contracts of the members of the Board of Management are determined by the Supervisory Board within the framework of the remuneration policy adopted by the Annual General Meeting of shareholders. For more detailed information on the decisions of the Supervisory Board with respect to the individual contracts of the members of the Board of Management, see the Remuneration report.
Metric |
Payout as percentage of target |
ROI |
126% |
OPI |
127% |
OCF |
87% |
Metric |
Payout as percentage of target |
ROI |
127% |
OPI |
127% |
OCF |
111% |
Revenue growth |
–% |
Short-term incentive
The short-term incentives for 2016 are linked to ROI (20 percent), OPI (20 percent), OCF (20 percent), Revenue growth (10 percent) and the individual and qualitative targets of the members of the Board of Management (30 percent).
On the qualitative targets, the CEO performed slightly above target and the CFO above target.
Other short-term benefits
Other short-term benefits include employer’s charges (social contributions) and other compensations, such as representation allowances, insurances, car arrangements and educational expenses.
Post-contract compensation
This refers to compensation intended for building up retirement benefits instead of pension contributions. The compensation is based on age and is calculated over the 2016 remuneration. For the CEO, the contributions are paid over the base salary in the current year and the short-term incentive related to that year. For the CFO, these contributions are paid on base salary only.
Share-based compensation
The costs for share-based compensation are non-cash and relate to the performance-related share plan and the share-matching plan following IFRS 2. Further details on the fair value of the performance-related share plan and the share-matching plan are provided in Note 4.
in € |
Salary |
Short-term |
Other short-term benefits 2 |
Post-contract compensation |
Share-based compensation |
Total |
||||
|
||||||||||
Ton Büchner |
859,000 |
915,800 |
43,500 |
356,700 |
1,303,600 |
3,478,600 |
||||
Maëlys Castella |
585,000 |
405,400 |
80,700 |
87,800 |
236,300 |
1,395,200 |
||||
Total |
1,444,000 |
1,321,200 |
124,200 |
444,500 |
1,539,900 |
4,873,800 |
||||
in € |
Salary |
Short-term |
Other short-term benefits |
Post-contract compensation |
Share-based compensation |
Total |
||
|
||||||||
Ton Büchner |
913,300 |
966,900 |
44,100 |
416,900 |
1,177,700 |
3,518,900 |
||
Maëlys Castella |
610,000 |
431,700 |
83,000 |
91,500 |
370,200 |
1,586,400 |
||
Total |
1,523,300 |
1,398,600 |
127,100 |
508,400 |
1,547,900 |
5,105,300 |
||
Performance-related shares
With regard to the performance-related shares granted to the members of the Board of Management in 2014, the final vesting percentage of the series 2014-2016 equaled 66.49 percent (series 2013-2015: 90.29 percent), including dividend shares 71.56 percent (series 2013-2015: 97.48 percent). The members of the Board of Management will retain the shares for a minimum period of two years after vesting or (if shorter) for the duration of their tenure as member of the Board of Management.
|
Series |
Balance at January 1, 2016 |
Granted in 2016 |
Vested in 2016 |
Forfeited in 2016 |
Dividend in 2016 |
Balance at December 31, 2016 |
Vested on January 1, 2017 |
Ton Büchner |
2013 – 2015 |
23,590 |
– |
(23,590) |
– |
– |
– |
– |
|
2014 – 2016 |
23,390 |
– |
– |
(8,043) |
611 |
15,958 |
15,958 |
|
2015 – 2017 |
22,993 |
– |
– |
– |
601 |
23,594 |
– |
|
2016 – 2018 |
– |
23,397 |
– |
– |
611 |
24,008 |
– |
|
|
|
|
|
|
|
|
|
Maëlys Castella |
2015 – 2017 |
15,635 |
– |
– |
– |
409 |
16,044 |
– |
|
2016 – 2018 |
– |
15,240 |
– |
– |
398 |
15,638 |
– |
Share-matching plan
For the CEO, the shares purchased in 2012 and 2013 under the applicable share matching plans were matched by the company following the Supervisory Board’s decision recognizing consistent and sustainable performance.
|
Year of share investment |
Potential match |
Matched in 2016 |
Forfeited in 2016 |
Balance at year-end 2016 |
Ton Büchner |
2012 |
11,582 |
(11,582) |
– |
– |
|
2013 |
1,429 |
(1,429) |
– |
– |
|
2014 |
2,450 |
– |
– |
2,450 |
|
2015 |
2,252 |
– |
– |
2,252 |
|
2016 |
1,529 |
– |
– |
1,529 |
|
|
|
|
|
|
Maëlys Castella |
2015 |
305 |
– |
– |
305 |
|
2016 |
1,354 |
– |
– |
1,354 |
number of shares at year-end |
2015 |
2016 |
Ton Büchner |
44,683 |
72,736 |
Maëlys Castella |
610 |
3,318 |
Former members of the Board of Management
In 2016, no charges for former members of the Board of Management were recognized (2015: €0.6 million).
This is a key profitability measure and is calculated as EBIT as a percentage of average invested capital.