Remuneration Committee

Remuneration Committee activities 2021

Q1

  • Review of management performance 2020
  • Review of Short-term Incentive Plan and Long-term Incentive Plan
  • Review remuneration policy for Board of Management and Supervisory Board
  • Approval of 2020 pay-out under Short-term Incentive Plan and Performance Incentive Plan and vesting of shares under Long-term Incentive Plan
  • Review remuneration policy for Board of Management and Supervisory Board
  • 2020 Remuneration report
  • Review of management base salaries for 2021

Q2 & Q3

  • Target setting 2021
  • Review of Long-term Incentive Plan
  • Review of feedback Annual General Meeting 2021
  • peer group review

Q4

  • Preparation Remuneration report 2021
  • Review of 2021 (preliminary) performance outlook

Management performance review

The work of the Remuneration Committee during Q1 focused on 2020 performance, individual performance reviews of Board of Management members and the Executive Committee. The Remuneration Committee also reviewed various incentive plans, the economic circumstances and the relative performance compared with top peers.

Remuneration report 2020

The Remuneration report 2020 was submitted to the held on April 22, 2021, for its advisory vote. There was no majority in favor. The Supervisory Board took this feedback into account and the company reached out to its stakeholders to further engage on this topic. Learnings were taken on board by the Remuneration Committee and Supervisory Board and have been addressed in the Remuneration report.

Remuneration policy review

In 2021, the Remuneration Committee and Supervisory Board concluded their review of the remuneration policies for the Board of Management and Supervisory Board in light of the new Grow & Deliver strategy, while considering input received from stakeholders and the requirements of the Shareholder Rights Directive II and the Dutch provisions implementing the Shareholder Rights Directive II. The Remuneration Committee recommended the amendment of the remuneration policies for the Board of Management and Supervisory Board for consideration by shareholders at the AGM of April 22, 2021. Both were approved.

Related information

Further details about the remuneration of members of the Board of Management and Executive Committee can be found in the Remuneration report and in Note 26 of the Consolidated financial statements.

Management salary review

The Remuneration Committee reviewed the base salaries and established 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. Further information can be found in the Remuneration report.

TSR (total shareholder return)

Compares the performance of different companies’ stocks and shares over time. Combines share price appreciation and dividends paid to show the total return to shareholders. The relative TSR position reflects the market perception of overall performance relative to a reference group.

AGM or EGM

Annual General Meeting of shareholders; Extraordinary General Meeting of shareholders.