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  • 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:

Direct remuneration:

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
2015          
Harold Goddijn 462,150 114,613 0 0 576,763
Taco Titulaer1 137,500 27,280 0 11,458 176,238
Alain De Taeye 385,125 76,409 21,000 77,025 559,559
Marina Wyatt2 239,633 0 33,536 32,687 305,856
TOTAL 1,224,408 218,302 54,536 121,170 1,618,416
2014          
Harold Goddijn 450,000 363,600 0 0 813,600
Marina Wyatt 400,000 258,560 53,716 78,087 790,363
Alain De Taeye 375,000 242,400 21,000 37,500 675,900
TOTAL 1,225,000 864,560 74,716 115,587 2,279,863
 

Other remuneration:

Table_64 Other MB remuneration related expenses

 
 
(in €) Share-based expenses3 Other short-term expenses Total including Other and Direct remuneration
2015      
Harold Goddijn 472,363 8,280 1,057,406
Taco Titulaer1 37,696 3,450 217,384
Alain De Taeye 293,264 8,280 861,103
Marina Wyatt2 -370,954 360,303 295,205
TOTAL 432,369 380,313 2,431,098
2014      
Harold Goddijn 236,486 8,381 1,058,467
Marina Wyatt 167,218 26,439 984,020
Alain De Taeye 164,765 8,381 849,046
TOTAL 568,469 43,201 2,891,533
 
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.

The following tables summarise information about outstanding stock options of each member of the Management Board, as well as the movements during the year.

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
Harold Goddijn 2009 181,500         181,500 5.71 16/6/2016
  2010 150,000         150,000 5.32 12/5/2017
  2012 113,750         113,750 3.51 9/5/2019
  2013 155,000         155,000 3.53 8/5/2020
  2014 300,000         300,000 5.28 13/5/2021
  2015   210,000       210,000 7.83 7/5/2022
Marina Wyatt2 2009 181,500   -181,500     - 5.71 16/6/2016
  2010 150,000   -150,000     - 5.32 12/5/2017
  2012 113,750   -113,750     - 3.51 9/5/2019
  2013 155,000       -155,000 - 3.53 8/5/2020
  2014 160,000       -160,000 - 5.28 13/5/2021
  2015   115,000     -115,000 - 7.83 7/5/2022
Taco Titulaer 2013       50,000   50,000 3.53 8/5/2020
  2014       34,600   34,600 5.28 13/5/2021
  2015       39,200   39,200 7.83 7/5/2022
Alain De Taeye 2009 181,500         181,500 5.71 16/6/2016
  2010 150,000         150,000 5.32 12/5/2017
  2012 113,750         113,750 3.51 9/5/2019
  2013 155,000         155,000 3.36 8/5/2020
  2014 150,000         150,000 4.93 13/5/2021
  2015   110,000       110,000 7.83 7/5/2022
TOTAL   2,410,750 435,000 -445,250 123,800 -430,000 2,094,300    
 
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

 
 
(€) 2015 2014
Peter Wakkie1 61,000 56,667
Doug Dunn 47,000 47,000
Guy Demuynck 51,000 51,000
Ben van der Veer 50,000 50,000
Toine van Laack2 31,333 47,000
Jacqueline Tammenoms Bakker3 48,000 32,000
Anita Elberse3 47,000 31,333
Karel Vuursteen4 0 20,333
Rob van den Bergh4 0 15,667
TOTAL 335,333 351,000
 
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.