The Remuneration Committee consists of five members, following the appointment of Mr. Andersen and Mrs. Clark to the Remuneration Committee in June 2018 and after Mr. Burgmans stepped down in April 2018. The other members of the Remuneration Committee are Mr. Verwaayen, Dr. Kirby and Mr. Sluimers. The Remuneration Committee held four meetings in 2018. The attendance record of the members can be seen in the Supervisory Board attendance chart.
Remuneration Committee main activities 2018
Q1 activities 2018
- Review of management performance 2017
- Target setting 2018
- Review of management base salaries for 2018
- 2017 Remuneration report
Q2 & Q3 activities 2018
- Remuneration policy review and amendment (AGM 2018)
- Review LTI1 targets and LTI vehicles market evolution
- Supervisory Board remuneration
1 LTI = Long-term incentive.
Q4 activities 2018
- Forward-looking 2019 target-setting
- 2018 STI2 and LTI performance review
2 STI = Short-term incentive.
Review management performance
The work of the Remuneration Committee during the first quarter focused on performance for the year 2017, 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.
Remuneration policy review
In 2018, the Remuneration Committee reviewed the Remuneration policy to assess whether it was aligned with the new strategy and financial targets. Following these discussions, the Remuneration Committee’s recommendations have been provided to the Supervisory Board and the proposal to amend the Remuneration policy was approved by the shareholders at the AGM of April 26, 2018. For further details, reference is made to the Remuneration report.
Review management base salaries 2018
The Remuneration Committee reviewed the base salaries and the establishment of relevant forward-looking target ranges for variable remuneration of Board of Management members and other members of the Executive Committee. 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.
Forward-looking target ranges for variable remuneration of the Board of Management were discussed and proposals for the remuneration of other Executive Committee members were reviewed and discussed with the CEO.
Remuneration Committee evaluation
The Remuneration Committee’s evaluation of performance and effectiveness formed part of the overall Supervisory Board evaluation undertaken during 2018, as explained earlier in this section.
Annual General Meeting of shareholders.