Remuneration Committee

The Remuneration Committee consists of four members, following the appointment of Mr. Sluimers as Remuneration Committee Chairman in June 2017 and the resignation of Ms. Baldauf in December 2017. The other members of the Remuneration Committee are Mr. Verwaayen, Dr. Kirby and Mr. Burgmans. The Remuneration Committee held seven meetings in 2017. The attendance record of the members can be seen in the previous Supervisory Board attendance chart under Supervisory Board activities.

Remuneration Committee main 2017 activities

The table across provides an overview of relevant topics discussed and reviewed in meetings of the Remuneration Committee in 2017.

Review management performance 2016

The work of the Remuneration Committee during the first quarter focused on performance for the year 2016 and the individual performance reviews of the Board of Management members and members of the Executive Committee. The Remuneration Committee assessed the adequacy of the peer group used for benchmarking purposes. Ahead of the nomination of Mr. Thierry Vanlancker as CEO and Mr. Maarten de Vries as CFO, the Remuneration Committee assessed and made recommendations to the Supervisory Board regarding the main elements of their respective contracts.

Remuneration policy review

In 2017, the Remuneration Committee reviewed the Remuneration policy to assess whether it was still aligned with the external market and the objectives of the company. Following these discussions, the Remuneration Committee’s recommendations have been provided to the Supervisory Board. For further details, reference is made to the Remuneration report.

Review management base salaries 2017

The appointments of the CEO and the CFO were focus areas for the Remuneration Committee in its assessment of base salaries. The Remuneration Committee provided recommendations on both the CEO and CFO base salaries ahead of their appointments. The base salaries will continue to be assessed in light of market conditions, the reward structures of peer group companies and performance. In addition, the Remuneration Committee considered the pay ratios within the company and how these compare with peer group companies.

The Remuneration Committee also reviewed the base salaries of the other members of the Executive Committee. Forward-looking target ranges for variable remuneration of the Board of Management were discussed and proposals for the remuneration of Executive Committee members were reviewed and discussed with the CEO. Information on the remuneration of the Board of Management and the Supervisory Board can be found in the Remuneration report and Note 23 of the Consolidated financial statements.

Remuneration Committee evaluation

The Remuneration Committee’s evaluation of performance and effectiveness forms part of the overall Supervisory Board evaluation undertaken during 2017. Once every three years – unless it is decided to do so more frequently – this evaluation takes the form of an independent external assessment of the Remuneration Committee’s effectiveness and performance, facilitated by a specialist consultant.

In 2016, the Remuneration Committee, together with the Supervisory Board, underwent an external evaluation. During 2017, the Remuneration Committee continued to improve on areas highlighted in the external review, including the maintenance of inter-committee dynamics.

As part of the selection process for the three newly appointed members of the Supervisory Board, a review of the functioning and composition of the Supervisory Board and its committees, including the Remuneration Committee, was carried out.