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Structure of the remuneration package
Fixed salary

In 2013, the gross fixed salary of the President (CEO) amounted to 384,711 euros. The COO and CCO received a fixed gross salary of 300,512 euros. In anticipation of the new remuneration policy, divergent agreements were reached with the CFO. In 2012, Ms De Groot agreed to a higher fixed salary in exchange for a more limited variable salary. The table below provides an overview of the fixed salaries for each Management Board member.

In EUR

Position

Total Fixed Salary

Jos Nijhuis

CEO

384,711

Ad Rutten

COO

300,512

Maarten de Groof

CCO

300,512

Els de Groot

CFO

325,000

Despite the (limited) salary increase implemented as a part of this year's CLA negotiations and the fact that the Supervisory Board customarily applies the same wage indexation to Management Board salaries, the Management Board decided - as was the case in 2012 - to waive any further salary increases.

Variable remuneration

The Supervisory Board regards variable remuneration as a key component of the overall remuneration package. Variable remuneration serves as an added impetus to attain predetermined organisational targets and is thus, in the Supervisory Board's view, an effective instrument in ensuring the organisation's controlled, transparent and balanced development.

The objectives defined by the Supervisory Board are benchmarked against the latest developments prior to the end of the first quarter and adjusted where necessary. The Supervisory Board takes these measures in order to ensure that its budgetary and other objectives remain as challenging and realistic as possible.

Short-term variable remuneration

The annual short-term variable remuneration (Short Term Incentive, hereinafter referred to as: 'STI') is determined on the basis of several factors:

  1. A financial target
  2. Management Agenda targets
  3. The Supervisory Board's assessment of the individual's overall performance

The financial target (I) consists of the net result divided by the average total return on equity (ROE), in accordance with the annual budget approved by the Supervisory Board for that year. The Management Agenda (II) targets may vary from year to year and contribute to the progress and achievement of long-term strategic objectives. The Supervisory Board is responsible for assessing overall performance (III), and will take into account the manner in which the individual Management Board member has represented Schiphol, both internally and externally.

Together, the various factors mentioned above jointly determine the STI distribution percentage of the fixed income. The total STI distribution percentage for the Management Board members (with the exception of Ms De Groot) is set at 35% at target. In the case of the CEO, the aforementioned factors underlying the STI percentage do not apply in the same manner. Here, economic targets weigh more heavily than would be the case for other Management Board members in view of the CEO's final responsibility in this area.

In the event that the predetermined economic targets are exceeded by 10% or more, the STI distribution percentage may be increased (swing percentage) by up to 12.5% in the case of the CEO and 10% in the case of the CCO and COO. This means the maximum STI distribution percentage for the CEO may total 47.5% of the fixed annual salary and up to 45% in the case of the CCO and COO. The extent to which the defined (economic) targets have been achieved is determined in part on the basis of the externally audited financial statements.

For reasons outlined above, the CFO is subject to a comparable STI structure with other (lower) percentages. In her case, the on-target value of the STI distribution is set at 19.38% of the fixed annual income and as high as 27.23% in the event that financial and personal targets are exceeded by 20% or more.

The overview below presents the STI in percentages of the fixed salary for each Management Board member:

(in %)

CEO

COO / CCO

CFO

Financial target

20

15

9.69

Personal targets

7.5

15

4.85

Overall performance

7.5

5

4.85

Total (excluding swing)

35

35

19.38

Maximum swing percentage

12.5

10

7.85

Total (including maximum swing)

47.5

45

27.23

Long-term variable pay

In addition to the aforesaid short-term variable pay, the Management Board members are also eligible for a variable pay scheme relating to the operating results over a longer period (Long-Term Incentive, hereafter: 'LTI'). The LTI is measured over a reference period of three years and has an on-target payment level of 35% of the fixed salary.

The LTI is based on the multi-year Tactical Plan approved by the Supervisory Board and on the Economic Profit (EP) target laid down in this plan. Payment of the LTI depends on the extent to which the cumulative EP has been achieved over a period of three financial years. If the cumulative EP exceeds the 'budgeted' EP by more than 10%, the payment level may be raised to 52.5% of the fixed salary.

Where the CFO is concerned, the arrangement differs from the existing LTI structure for the reasons explained above, with the on-target value of the LTI payment equalling 17.38% of the fixed salary, up to a maximum of 27.04% if the target is exceeded by 20% or more. In addition, the reference period is extended to four years. This means that the level of the payment is based on a consolidated series of four consecutive EP results and that any payment in connection with these results is also only determined after four years.

This can be summarised as follows:

(in %)

CEO, CCO and COO

CFO

LTI target

35.0

17.38

Maximum swing percentage

17.5

9.66

Total (including maximum swing)

52.5

27.04

STI & LTI

Both types of variable pay are subject to a claw-back clause (Corporate Governance Code provision II.2.11) and the possibility for the Supervisory Board to adjust variable pay (both STI and LTI) retrospectively in certain cases (Corporate Governance Code provision II.2.10).

Payment will only be made if the Management Board member concerned is still employed by the company at the end of the relevant period. If the employment contract is terminated by mutual agreement or due to retirement, a pro rata allocation is made. In that case, it is also possible to determine and pay out the future award in advance.

Pension arrangements

Schiphol Group's pension provision for all its employees, including Management Board members, is administered by the Algemeen Burgerlijk Pensioenfonds (ABP). The defined pension scheme is based on the average earnings scheme applicable from 1 January 2004, in accordance with the ABP regulations. In derogation from the standard ABP arrangement, the pensionable salary for the Management Board is limited to the fixed salary. The ABP calculates the level of the premium payable towards the pension scheme each year. Schiphol does not require the Management Board members to pay the employee's share of the contribution.

Based on past agreements, supplementary arrangements apply in respect of the following Management Board members:

Mr Rutten

The (earliest possible) date on which Mr Rutten's pension was to start was when he reached the age of 62. Mr Rutten's pension commitment equals 70% of his last-earned fixed salary at the age of 62 (known as a final salary pension). Because Mr Rutten's term of appointment has been extended by one year, this final salary pension will start a year later. This has resulted in a postponement and actuarial recalculation of the final salary pension on the basis of the ABP factors. During the extended appointment period, pension is accrued in accordance with the average earnings scheme rather than on the basis of Mr Rutten's final salary. The ABP calculated that compliance with the final salary scheme at the end of 2013 required an additional allocation to the so-called ABP Extra Pension (AEP). The allocation for 2013 amounted to 97,267 euros.

Mr Nijhuis and Mr de Groof

It has been agreed with Mr Nijhuis and Mr de Groof that their employment contracts will end at age 62 at the latest. As such, it has been arranged that they will annually receive a fixed salary supplement which they can put towards a life-course savings scheme (at present). In the past, the level of the supplement required an actuarial calculation based on the assumption that the retirement age was 62 and the fact that between the ages of 62 and 65 no pension accrual will take place during active employment with N.V. Luchthaven Schiphol. 

Other benefits

The secondary benefits comprise appropriate expense allowances, a company car and the use of a telephone. The company has also taken out personal accident insurance and directors' and officers' liability insurance on behalf of the Management Board members. No loans, advances or guarantees were or will be granted to members of the Management Board. A restrictive policy applies with regard to other offices; the acceptance of other offices requires the explicit approval of the Supervisory Board.

New remuneration policy in 2014

Very recently the Supervisory Board, in consultation with the shareholders, developed a new remuneration policy. This policy is based on the discussions which the Supervisory Board has held with the shareholders over the past years and is compliant with the '2013 Government Participation Policy' issued by the central government. The new remuneration policy applies to Management Board members appointed from 2014 onwards. In derogation from this, it was arranged with the current CFO at the time of her appointment that she would fall under the new remuneration policy as soon as it was definitively adopted.

The new remuneration policy contains a number of radical changes compared with the directors' remuneration policy applied until 2014. The principal change is a further moderation of the total remuneration level and a limited exchange of variable pay for fixed salary. The CEO's remuneration package in the case of a new appointment can be summarised as follows:

New remuneration policy - CEO

(in EUR)

Maximum

Fixed salary

400,000

STI

80,000

- Percentage of fixed salary

20.0%

Total

480,000

With regard to the other Management Board members, the maximum fixed salary is 340,000 euros (85% of the CEO's) while the variable pay percentage is identical (20%).

Another important change (and austerity measure) in the new remuneration policy concerns the pension commitment. Management Board members will have to pay the standard employee's contribution under the ABP scheme. In addition, the variable pay component will remain outside the pension base, which is a derogation from the standard ABP scheme.

In summary, the new remuneration policy therefore involves both a curtailment and a simplification with respect to the policy as applied until now.