remuneration report 2008
Executive board remuneration in 2009 Following the successful acquisition of Vedior, the supervisory board extensively evaluated the remuneration policy of the executive board during the course of the second half of 2008 against the objectives of the policy and developments in the market. Towers Perrin, a specialized international consultancy firm, was retained to provide assistance in this evaluation.
Based on this evaluation, a proposal for minor amendments to be made to the current remuneration policy for the members of the executive board will be submitted for adoption by shareholders at the Annual General Meeting to be held on March 31, 2009. The key elements of this proposal are:
- As the size and complexity of the company significantly increased following the acquisition of Vedior, the current international labor market peer group had to be updated as it is no longer an accurate reflection of its market. As the Group has outgrown most of its direct competitors, a newly defined labor market peer group will be proposed. This is a combination of the largest direct competitors and more or less comparable cross-industry ‘people business’ companies, similar in size and scope. The newly defined labor market peer group consists of: Adecco S.A., Manpower Inc., Atos Origin S.A., Koninklijke Ahold N.V., Tesco Plc, Capgemini S.A., Air France-KLM S.A., Deutsche Lufthansa A.G., TNT N.V., Groupe Rexel S.A., Henkel AG & Co. and Heineken N.V. The international performance peer group will remain unchanged.
- Based on the benchmark review, the current remuneration levels of the executive board are at the lower end of this newly defined international labor market peer group. It is the intention of the supervisory board to increase the base salaries of the members of the executive board over time, if possible within the next one to two years, and to bring them back into line with the median of this peer group. The median level is the level in line with the current remuneration policy. The timing and size of the increase will depend in part on the economic and trading environment and the success in realizing the integration of Vediorís businesses worldwide. Due to the current economic and trading environment, the supervisory board has decided that base salaries will not be increased as from January 1, 2009.
- Also based on the benchmark of the annual cash bonus arrangement against the newly defined international labor market peer group, it is proposed to increase the total annual cash bonus opportunity from 70% to 80% of base salary for on-target performance and the maximum bonus level from 100% to 120%.
Supervisory board remuneration in 2008 The Annual General Meeting of Shareholders determines the remuneration of the supervisory board members, and it may be reviewed annually. The remuneration of the members of the supervisory board consists of one component only: a fixed annual payment. It is not linked to the financial results of the company. Members of the supervisory board do not receive any performance or equity-related compensation and do not accrue any pension rights with the company; the company does not grant stock options or shares to members of the supervisory board.
Members of the supervisory board who hold shares or derivatives of shares in the company are only allowed to hold such shares as long-term investments. They have adhered to the company regulation on inside information. The company does not grant loans or guarantees to supervisory board members.
As approved by the Annual General Meeting of Shareholders held in May 2007, the annual allowances for the members of the supervisory board are set at median levels of the relevant benchmark:
Beverley Hodson and Henri Giscard d’Estaing received their supervisory board allowance following their appointment to the supervisory board effective May 16, 2008.
The total remuneration in 2008 amounted to € 580,000 (2007: € 505,000). The details per board member are specified in the notes to the financial statements (click
here for details).
The supervisory board members receive a fixed annual cost allowance related to supervisory board meetings: € 2,000 net for members and € 3,000 for the chairman.
Jan Hovers is also a member of the supervisory board of the subholding of the Dutch operating companies, Randstad Groep Nederland bv. In this position he receives an annual allowance of € 12,000.
Supervisory board remuneration in 2009 Following the successful acquisition of Vedior, the super¬visory board also evaluated the remuneration policy for members of the supervisory board during the course of the second half of 2008. Towers Perrin also provided assistance in this review.
The supervisory board decided not to propose any adjustments in the current allowances for the time being, but it may review the levels again in due course.
Diemen, the Netherlands, February 25, 2009
The supervisory board,
Fritz Fröhlich, chairman
Frits Goldschmeding, vice-chairman
Henri Giscard d’Estaing
Beverley Hodson
Jan Hovers
Giovanna Kampouri Monnas
Willem Vermeend
Leo van Wijk
Rob Zwartendijk