Remuneration Committee

The Remuneration Committee consists of five members: Dick Sluimers (Chairman), Sue Clark, Ben Verwaayen, Pamela Kirby and Nils Smedegaard Andersen. The Remuneration Committee held six meetings in 2019. The attendance record of the members can be seen in the Supervisory Board attendance chart in Supervisory Board activities.

Remuneration Committee main 2019 activities

Q1 activities 2019

  • Review of management performance 2018
  • Target setting 2019
  • Review of management base salaries for 2019
  • 2018 Remuneration report

Q2 & Q3 activities 2019

  • Remuneration Policy review
  • Review STI targets
  • Implementation of Shareholder Rights Directive II

Q4 activities 2019

  • Forward-looking 2020 target-setting
  • 2019 STI and LTI performance review
  • Review of the remuneration policies for the Board of Management and Supervisory Board in connection with the implementation of Shareholder Rights Directive II
  • Review of management base salaries for 2020

Management performance review

The work of the Remuneration Committee during the first quarter focused on performance for the year 2019, the individual performance reviews of the Board of Management members and of the Executive Committee. The Remuneration Committee also assessed the adequacy of the peer group used for benchmarking purposes.

Remuneration Policy review

In 2019, the Remuneration Committee reviewed the Remuneration Policy for the Board of Management, to assess whether it was still in line with the company’s strategy and financial targets. The Remuneration Committee also considered the alignment of the Remuneration Policy for the Board of Management and the Remuneration Policy of the Supervisory Board in anticipation of the implementation of the Shareholder Rights Directive II. For further details, reference is made to the Remuneration report.

Management salary review

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. 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.

For further details, reference is made to the Remuneration report and Note 25 of the Consolidated financial statements.

Remuneration Committee evaluation

The Remuneration Committee’s evaluation of performance and effectiveness formed part of the overall Supervisory Board evaluation undertaken during 2019, as explained earlier in this section.