- Consolidated financial statements
- Notes to the consolidated financial statements
- Section 6: Other disclosures
- 33. Remunerations of members of the Management Boa...
33. Remunerations of members of the Management Board and the Supervisory Board
The Remuneration Policy
The Remuneration Policy for members of the Management Board is drawn up by the Supervisory Board and approved by the General Meeting.
The on-target bonus percentage is set at 80% of the base salary for the CEO and at 64% of the base salary for the other members of the Management Board. The maximum annual incentive achievable is 120% of the annual base salary for the CEO and 96% of the annual base salary for the other members of the Management Board. The actual bonus pay-out depends on certain challenging financial targets (revenue and EBIT). The total remuneration paid/payable to or on behalf of the members of the Management Board for the year ended 31 December 2015, amounted to approximately €1.6 million (2014: €2.3 million), of which 13% represented bonus payments (2014: 38%). In 2015, the bonus achievement was 31% of the on-target bonus percentage (2014: 101%).
In accordance with the Code, the remuneration of Supervisory Board members does not depend on the results of the company. The company does not grant either stock options or shares to its Supervisory Board members and the company does not provide loans to them.
Overview of salaries, performance-related bonuses and other emoluments of the Management Board
The remuneration of the Management Board members comprises of the direct remuneration paid or payable in relation to their employment in the year and other remuneration related expenses that comprise social security contributions and share-based awards. The expenses/ (gains) recognised for share-based awards are determined in accordance with IFRS 2 and do not represent the amounts paid or payable to Management Board members. The expenses for the direct remuneration and other remuneration-related expenses are presented below:
Table_63 Overview of salaries, performance related bonuses and other emoluments
|(in €)||Short-term benefits|
|Salary||Bonus||Other emoluments||Post-employment benefits||Total Direct remuneration|
|Alain De Taeye||385,125||76,409||21,000||77,025||559,559|
|Alain De Taeye||375,000||242,400||21,000||37,500||675,900|
Table_64 Other MB remuneration related expenses
|(in €)||Share-based expenses3||Other short-term expenses||Total including Other and Direct remuneration|
|Alain De Taeye||293,264||8,280||861,103|
|Alain De Taeye||164,765||8,381||849,046|
|1. Taco Titulaer was appointed CFO effective from 1 August 2015, although he was only appointed as member of the Management Board as of 8 October 2015. His remuneration is shown as of the date he was appointed CFO.|
|2. Marina Wyatt stepped down at the end of July 2015.|
|3. The gain in the share-based expenses in 2015 for Marina Wyatt results from the forfeiture of the 2013, 2014 and 2015 share options. Following this forfeiture the costs incurred in previous periods have been reversed.|
The share-based awards scheme is set out in the Management Board Stock Option Plan and is most recently amended in the 2014 General Meeting. In May 2015, each of the Management Board members were granted new stock options under this plan except for Taco Titulaer who was granted regular employee stock options in 2015.
Table_65 Outstanding stock options MB
|Board member||Year of grant||Outstanding 1 Jan 2015||Granted in 2015||Exercises in 2015||Transfer in 2015||Forfeited in 2015||Outstanding 31 Dec 20151||Exercise price (€)||Expiry date|
|Alain De Taeye||2009||181,500||181,500||5.71||16/6/2016|
|1. The preformance criteria for the options in 2013 have been met. The 2014 and 2015 options have no performance criteria. The options will vest three years after the grant date conditional to the Management Board members still being in service.|
|2. Marina Wyatt stepped down at the end of July 2015 and Taco Titulaer was appointed as CFO effective from 1 August 2015. Disclosures are provided in line with the mentioned dates.|
For a description of the stock option plans, reference is made to note 7. Share-based compensation.
Overview of remuneration of the members of the Supervisory Board
Table_66 Overview of Supervisory Board's remuneration
|Ben van der Veer||50,000||50,000|
|Toine van Laack2||31,333||47,000|
|Jacqueline Tammenoms Bakker3||48,000||32,000|
|Rob van den Bergh4||0||15,667|
|1. Peter Wakkie was appointed Chairman as of 1 May 2014.|
|2. Toine van Laack served as a member of the Supervisory Board until 1 September 2015.|
|3. Jacqueline Tammenoms Bakker and Anita Elberse serve as a member of the Supervisory Board from 1 May 2014.|
|4. Karel Vuursteen and Rob van den Bergh resigned on 1 May 2014.|