Remuneration Committee

Management performance review

The work of the Remuneration Committee during Q1 focused on 2021 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. Ahead of the nomination of Greg Poux-Guillaume as member of the Board of Management, the Remuneration Committee assessed and made recommendations to the Supervisory Board regarding the main elements of his management agreement.

2021 Remuneration report

The 2021 Remuneration report was sub­mitted to the held on April 22, 2022, for its advisory vote. There was no majority in favor. The Remuneration Committee and the Supervisory Board took this feedback into account. The learnings are addressed in the Remuneration report of this Report 2022.

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.

Remuneration Policy review

In 2022, the Remuneration Committee and Supervisory Board reviewed the remuneration policies for the Board of Management and the Supervisory Board to assess whether these were still in line with the company’s strategy and financial targets, taking into account the input received from stakeholders. Following such review, the Supervisory Board, based on the recommendation of the Remuneration Committee, proposed to replace by Free Cash Flow as one of the applied metrics for the Short-Term Incentive. This change was approved at the AGM held on April 22, 2022. Further information can be found in the Remuneration report.

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. Further information can be found in the Remuneration report.

Remuneration Committee activities 2022

Q1

  • Review of management performance 2021
  • Approval of 2021 pay-out under Short-Term Incentive Plan and vesting of shares under Long-Term Incentive Plan
  • 2021 Remuneration report
  • Review Remuneration Policy for Board of Management
  • Review of management base salaries for 2022
  • Target setting 2022
  • CFO reappointment

Q2 & Q3

  • CEO succession
  • Review of feedback Annual General Meeting 2022
  • Review of Long-term Incentive Plan and Share- Matching Plan

Q4

  • Preparation of 2022 Remuneration report
  • Review of 2022 (preliminary) performance outlook
AGM or EGM

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

Operational cash flow

We use operational cash flow to monitor cash generation. It is defined as operating income excluding depreciation and amortization, adjusted for the change in operating working capital and capital expenditures.