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Annual Statements

Home Annual Statements Financial Statements 2013 Notes to the consolidated financial statements Related parties Management Board

Management Board

The disclosure of the remuneration of members of the Management Board required by Section 2:383c of the Netherlands Civil Code is as follows.

(in euros)

2013

2012

Jos A. Nijhuis

384,711

384,711

Maarten M. de Groof

300,512

300,512

Els A. de Groot

325,000

243,750

Ad P.J.M. Rutten

300,512

300,512

Pieter M. Verboom

-

175,299

Total

1,310,735

1,404,784

Based on the assessment by the Supervisory Board of the extent to which the targets were achieved, the following short-term incentive (STI) has been charged to the result for 2013 in respect of the STI scheme for 2013 The STI was set at 40.0% of the fixed salary for the CEO, at 38.8% for Mr de Groof and Mr Rutten and at 20.9% for Ms de Groot. The scheme for the CFO, Ms de Groot, is different from the current scheme and anticipates the future remuneration policy.

(in euros)

2013

2012

Jos A. Nijhuis

153,884

115,413

Maarten M. de Groof

116,448

85,145

Els A. de Groot

67,773

39,382

Ad P.J.M. Rutten

116,448

85,145

Pieter M. Verboom

-

61,355

Total

454,554

386,440

An achievement of long-term objectives in the remuneration of the members of the Management Board is in place. The LTI is a conditional component of annual remuneration with an on-target level of 35% of the fixed salary. The final award of this remuneration depends on the cumulative economic profit (EP) realised over periods of three successive years, based on the EP targets set in the medium-term business plan approved by the Supervisory Board. If the company performs exceptionally well (if the agreed performance targets are exceeded by more than 10%), the LTI may be up to 52.5% of the fixed salary. Here too the scheme for the CFO, Ms de Groot, includes an on-target performance of 17.38% of her fixed income with a maximum of 27.04% if the target is exceeded by 20% or more. The time horizon has been extended to four years. This means that the grant is based on a consolidated series of four successive EP results and any grant will not be confirmed for four years.

At the end of each year, an estimate is made of the amount of the LTI payable on conclusion of the three-year period. During the reference period, a proportionate part is charged each year to the result for the relevant year. Payment is only made if the Management Board member is still employed by the company at the end of the three or four-year period. If it is agreed that the contract of employment should be terminated, the award is made pro rata. It is also possible to calculate and pay out future variable remuneration in advance in such cases.

The performance contracts with each member of the Management Board include a claw-back clause (provision II.2.11 of the Netherlands Corporate Governance Code) and permit the Supervisory Board to make retroactive adjustments in certain circumstances (provision II.2.10 of the Code).

In respect of the LTI, the Supervisory Board’s assessment of the economic profit has led to a provision for employee remuneration as at 31 December 2013 as follows:

  • the full LTI for 2011 (reference period 2011 to 2013), including a swing factor of 1,5;
  • two-thirds of the LTI for 2012 (reference period 2012 to 2014), including a swing factor of 1,0; and
  • one-third of the LTI for 2013 (reference period 2013 to 2015), including a swing factor of 1,0.

Consequently, the following costs were chargeable to the financial year:

(in euros)

2013

2012

Jos A. Nijhuis

198,977

198,644

Maarten M. de Groof

155,529

155,169

Els A. de Groot

37,917

-

Ad P.J.M. Rutten

155,529

155,169

Pieter M. Verboom

-

165,236

Total

547,951

674,218

The 2010 LTI was paid in 2013. As it had been provided for, the payment did not lead to a charge on the 2013 result. In 2014, payment will be made out of the provisions formed for the 2011 LTI, relating to the economic profit over the three-year period 2011 to 2013.

Mr Verboom will remain associated with Schiphol until 31 December 2014 as an advisor for the activities in Brisbane. He will receive a fee of 100,000 euros for this.