The remuneration policy and the individual service contracts of the members of the Board of Management are determined by the Supervisory Board within the framework of the remuneration policy, as adopted by the Annual General Meeting of shareholders in 2005 and amended in 2006, 2008 and 2009.
Our remuneration policy, including all structures and policies related to the remuneration and employment contracts of the Board of Management, is in line with the Dutch Corporate Governance Code. In valuing our incentive plans, we are assisted by independent external advisors.
Our remuneration policy has a clear objective, namely to provide remuneration in a form which will attract, retain and motivate the members of the Board of Management as top managers of a major international company, while protecting and promoting its mid and long-term objectives. Both the policy itself, and the checks and balances that are applied in its execution, are designed to avoid incidents where members of the Board of Management – and senior executives for whom similar incentive plans apply – act in their own interest, take risks that are not in keeping with our strategy and risk appetite, or where remuneration levels cannot be justified in any given circumstance.
To ensure that remuneration is linked to performance, a significant proportion of the remuneration package is variable and dependent on the short and long-term performance of the individual Board member and the company.
It is our policy to maintain overall remuneration levels that are at the median level of the external benchmark of a peer group of companies which, as of January 1, 2009, consists of:
- Reed Elsevier
- Royal Ahold
- Royal DSM
- Royal KPN
- Wolters Kluwer
The Remuneration Committee consults professional independent remuneration experts to ensure an appropriate comparison.