Remuneration report

This remuneration report was prepared by the Remuneration Committee of the Supervisory Board and has been adopted by the Supervisory Board in its meeting of 17 February 2021. It contains:

  • The remuneration policy for the Executive Board;
  • The remuneration of the Executive Board in 2020;
  • The internal pay ratio in 2020;
  • The terms of appointment of the Executive Board members;
  • The share ownership of the Executive Board members;
  • The remuneration of the Executive Board in 2021;
  • The remuneration policy for the Supervisory Board;
  • The share ownership of the Supervisory Board members;
  • The remuneration of the Supervisory Board in 2020.

Given the positive vote of shareholders on the remuneration report over 2019 at the General Meeting of 15 April 2020, the structure of the remuneration report for this year has not changed.

Remuneration policy for the Executive Board

The Supervisory Board draws up the remuneration policy for the Executive Board based on advice from its Remuneration Committee. The General Meeting adopts the remuneration policy. Once the remuneration policy has been adopted, the Supervisory Board determines the remuneration for the individual members of the Executive Board, again based on recommendations of its Remuneration Committee.

The Supervisory Board will regularly review the remuneration package to ensure that it complies with the assumptions underlying the remuneration policy. The policy will also be evaluated regularly and be put forward for adoption at the General Meeting at least every four years. The current remuneration policy was adopted by the General Meeting on 15 April 2020 and somewhat adjusted with its approval on 24 August 2020 (as described under ‘Postemployment benefits and other benefits’).

Design principles
The remuneration policy is geared to attract and retain highly qualified executives, including from other industries, and motivate them to achieve Royal BAM Group’s objectives. Particular emphasis is placed on experience with the Company’s (international) activities and the necessary management qualities. The policy also aims to stimulate profitable growth and long-term value creation. It is transparently communicated and safeguards fairness and consistency within BAM and externally. Variable remuneration is an important part of the total package. The policy supports both short- and long-term objectives, whereas the emphasis is on long-term value creation for Royal BAM Group and its stakeholders. It contributes to this long-term value creation by not only focusing on financial targets but also on non-financial targets such as sustainability.

In designing the policy and to determine the remuneration of the Executive Board, the Remuneration Committee uses external benchmark information to assess market comparability. Remuneration levels for total direct compensation (fixed remuneration plus

short-term incentive plus long-term incentive) are aimed at the median of a labour market reference group. In addition, the internal pay differentials (fairness and differences towards the rest of the organisation) are monitored. Scenario analyses are used to determine possible outcomes of the variable remuneration elements, including the maximum value of the long-term incentive. The remuneration structure and elements consider that risk-taking beyond the risk profile of the Company should not be encouraged. The Remuneration Committee has taken note of the Executive Board members’ view on their remuneration.

Labour market reference group
The labour market reference group as shown in table 36 is based on industry, ownership structure, geographical business scope and size parameters.

36 Labour market reference group

 Arcadis  Kier Group
 Balfour Beatty  NCC
 Bauer  Post NL
 Besix  SBM Offshore
 Boskalis  Signify
 Eiffage  Skanska
 Fugro  Strabag
 Galliford Try  TKH
 Heijmans  VolkerWessels
 Hochtief  Vopak

Fixed remuneration
The Supervisory Board determines the fixed remuneration of the individual members of the Executive Board based on advice of the Remuneration Committee. Once a year, the Supervisory Board evaluates whether and, if so, to what extent the fixed remuneration will be adjusted. This annual evaluation generally takes place per

1 January of each year and considers personal performance, the results of the past year, the extent to which the current fixed remuneration deviates from the benchmark and general changes in the market.

Short-term incentive (STI)
The STI depends on the realisation of predetermined measurable objectives. 70 per cent of the STI is based on financial objectives and 30 per cent is linked to non-financial objectives which are relevant for the Company’s (long-term) success. Within this framework, each of the financial objectives is given a certain weight and for each of these objectives performance incentive zones are defined.

The non-financial objectives are evaluated together and do not have individual weights or performance incentive zones. Pay-out gradually increases with performance, starting with a pay-out of 35 per cent of the fixed annual remuneration at threshold performance, 55 per cent at target performance and potentially going up to 75 per cent when performance is excellent. Below threshold there will be zero pay-out.

37 The remuneration of the Executive Board consists of four elements

Remuneration elements Description Strategic role

Fixed remuneration 

Fixed cash compensation

Provide base compensation

Short-term incentive (STI)

 

Cash incentive expressed as a percentage of fixed remuneration

Value at

  • Threshold performance: 35%
  • Target performance: 55%
  • Excellent performance: 75%

Reward annual performance

Incentivise achievement of agreed objectives

Align Executive Board and shareholder

interests 
Long-term incentive (LTI)

 

Share-based incentive

Award value expressed as a percentage of fixed remuneration

  • CEO: 70%
  • CFO: 60%

Three-year vesting period

Vesting of awarded shares:

  • Threshold performance: 50%
  • Target performance: 100%
  • Excellent performance: 150%

Value at vesting is capped at 2.5 x award value

Two-year lock-up period after vesting plus minimum share

ownership requirement:

  • CEO: 100% fixed remuneration
  • CFO: 75% fixed remuneration 

Reward long-term value creation

Retention

Align Executive Board and shareholder

interests 

Pensions

 Contribution 22% of fixed remuneration Provide for retirement savings and surviving dependent’s pension

To ensure continued alignment of the STI with BAM’s strategy and to enable adequate responses to the challenges the Company faces, flexibility with respect to the STI objectives is important. Therefore, at the beginning of each financial year, based upon a proposal from the Remuneration Committee, the Supervisory Board determines the financial and non-financial STI objectives as well as the relative weighting and the performance incentive zones (threshold, at target and excellent performance levels) for the financial objectives.

After the end of the financial year, the Remuneration Committee determines to what extent the STI targets for the selected objectives have been met. The Supervisory Board, following a proposal from the Remuneration Committee, will decide upon the STI to be awarded over the past financial year. Specific attention is given to the non-financial objectives to evaluate in detail what has concretely and measurably been delivered.

The financial objectives and weighting are disclosed at the beginning of the financial year. After the end of the financial year the Supervisory Board will disclose the performance on each of the objectives as a percentage of target performance.

The performance incentive zones (threshold, at target and excellent performance levels) qualify as commercially sensitive information and will not be disclosed.

In cases in which the variable remuneration is awarded on the basis of inaccurate (financial) data, the Supervisory Board has the right to adjust the STI accordingly, and BAM is entitled to reclaim (any part of) the STI paid to a member of the Executive Board on the basis of incorrect (financial) information.

Long-term incentive (LTI)
Executive Board members participate in a performance share plan. Each year, performance shares are conditionally awarded. These shares vest after a vesting period of three years subject to the relevant performance over this period. The number of annually awarded performance shares is calculated by dividing the award value by the average closing price of the BAM share on Euronext Amsterdam on the five days after the General Meeting in the year of award. The award value is 70 per cent of fixed remuneration for the CEO and 60 per cent of fixed remuneration for the CFO. The Supervisory Board has concluded that these percentages are no longer in line with the labour market reference group but will consider to propose changes only per 2022 in light of current circumstances.

Performance is based on two financial objectives, being relative total shareholder return (TSR) and return on capital employed (ROCE) and one non-financial objective, being sustainability.
TSR is defined as the share price increase, including dividends and measured over a three-year period based on the three-month average share price before the start and the end of the three-year performance period. The relative position within the peer group determines the vesting percentage. The composition of the TSR peer group is evaluated on a periodic basis, among other things, considering corporate events. As of the 2018-2020 LTI plan, the TSR peer group comprises of Balfour Beatty, Boskalis, Eiffage, Heijmans, Hochtief, NCC, PORR, Skanska, Strabag, Vinci (and BAM).

At the beginning of each financial year, based upon a proposal from the Remuneration Committee, the Supervisory Board determines the performance incentive zones (threshold, at target and excellent performance levels) for ROCE and sustainability. After the three- year performance period, the Supervisory Board, based on a proposal by the Remuneration Committee, will assess the extent to which the performance objectives have been achieved. This results in a vesting percentage for each of the three performance objectives, each determining one third of the vesting of the conditionally awarded performance shares. For excellent performance, the number of performance shares that vests may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to 50 per cent (on a sliding scale) for threshold performance and to zero below that. The performance incentive zones are presented in table 38. The TSR objective will also operate as a ‘circuit breaker’ for the vesting linked to the other two performance objectives: in case BAM ranks at the bottom two places of the TSR peer group, the other two objectives will not result in vesting regardless of the performance. The value of the performance shares – as the combined result of the number of performance shares that will vest and the share price at the moment of vesting – that will become unconditional to a participant will at vesting never exceed two and a half times the award value in order to avoid inappropriate pay-outs.

In accordance with the Code the three-year vesting period will be followed by a two-year lock-up period. In addition, there is a minimum share ownership requirement, which amounts to 100 per cent of fixed remuneration for the CEO and to 75 per cent of fixed remuneration for other members of the Executive Board. The members are not allowed to divest any shareholding until the two-year lock-up period has lapsed and the minimum share ownership requirements are met, with the exception of any sale of shares during the lock-up period required to meet any tax obligations and social security premiums (including any other duties and levies) as a consequence of the vesting.

The authority to implement the long-term incentive plan for the Executive Board lies with the Supervisory Board, which has the right to change or terminate the scheme at any time. If the Supervisory Board decides to terminate or make material changes to the long-term incentive plan for Executive Board members, the General Meeting will be asked to adopt a resolution to that effect.

Upon a decision of the Supervisory Board, following a proposal from the Remuneration Committee, the Company has the discretionary power to fully or partially reclaim from the participant who is a member of the Executive Board the conditionally awarded performance shares as well as vested shares (or any benefit resulting therefrom) where those have been awarded on the basis of incorrect information concerning:

  • The achievement of the performance objectives concerned; or
  • Events or conditions on which the shares were conditionally awarded.

At the discretionary request of the Supervisory Board, the Company’s independent auditor will check the calculations carried out and conclusions reached in connection with the long-term incentive plan, in which case the independent auditor’s assessment will be binding.

In drafting the remuneration policy, the Supervisory Board has taken into consideration the mix between fixed remuneration and variable remuneration in various scenarios. See tables 39 and 40. The maximum relative value of the variable remuneration elements, considering an unchanging share price, is between 62 per cent and 64 per cent of the total, with the higher value being awarded through the long-term incentive plan. This incentivises achievement and (long-term) value creation while at the same time guarding against inappropriate outcomes.

Post-employment benefits and other benefits
As approved by the Extraordinary General Meeting of 24 August 2020, Executive Board members receive an age-independent gross allowance of 22 per cent of their fixed remuneration from which they need to finance their own retirement savings, including a surviving dependent’s pension.

38 - The performance incentive zones (in %) 

 Relative TSR  ROCE  Sustainability
TSR ranking* Vesting* ** Score Vesting * ** Score

Vesting
* **

1 150 Excellent and above 150 Excellent and above 150
2 125 Target 100 Target 100
3 100 Threshold 50 Threshold 50
4 75 Below threshold 0 Below threshold 0
5 50        
6 25        
7 0        
8 0        
9 0        
10 0        
11 0        

*Vesting is expressed as a percentage of the conditionally awarded number of shares.

** If TSR would be at position 10 or 11, no vesting can occur for the other parts.

Given his long-term employment with the Company, Mr Van Wingerden participated until the end date of the management services agreement, 1 June 2020, in the Company’s Dutch pension schemes for regular employees: the pension scheme for the construction industry, a supplementary defined contribution pension scheme and an uncapped annual gross compensation which can be used to participate in a net pension scheme or to make own retirement savings. The pension schemes include a surviving dependent’s pension.

As for employees, BAM has a competitive benefits package for the members of the Executive Board. This package includes such matters as healthcare and disability insurance, personal accident insurance, a car scheme and reimbursement of business expenses. The Company does not offer loans, warrants and the like to members of the Executive Board or to employees, except for the following indemnities and insurances.

Current and former members of the Supervisory Board and Executive Board are covered by the indemnity, under the Articles of Association, against claims made against them in respect of actions or omissions in the performance of the duties of their position, unless said actions or omissions constituted wilful, deliberately reckless or seriously culpable misconduct and/or consisted of traffic offences. This facility also applies to all employees and former employees of BAM. The Company has taken out directors’ and officers’ liability insurance under standard market terms and conditions for the members of the Supervisory Board, Executive Board and Executive Committee, as well as for the management team members of operating companies and all other directors and officers within BAM.

Derogation clause
A derogation clause is included in the remuneration policy to safeguard that the Supervisory Board can use its discretion to ensure that the short-term and long-term incentive plans continue to support the interests of the Company even in exceptional circumstances and retains the option to intervene when required. In exceptional circumstances the Supervisory Board may decide to temporarily deviate from the remuneration policy of the Executive Board based on a proposal of its Remuneration Committee, when this is necessary to serve the long-term interests and sustainability of the Company as a whole or to assure its viability. The derogations can concern the objective setting and pay-out of the short-term and long-term incentive plans. 

Remuneration Executive Board in 2020

The members of the Executive Board received remuneration in the past financial year in line with the remuneration policy adopted by the General Meeting on 15 April 2020 and 24 August 2020.

Covid-19
The Executive Board and the Executive Committee voluntarily chose to apply a 20 per cent pay reduction for the months April until September 2020 to mitigate the impact of Covid-19 on BAM. This resulted in a 20 per cent reduction of fixed remuneration for Mr Den Houter (April up until and including September) and Mr Joosten (September). The unchanged fixed remuneration remained the basis for the calculation of other terms and conditions. In addition, it was decided to postpone the 2019 STI payment to Mr Den Houter until September 2020. The pay reduction ended per 1 October 2020 since construction sites had become fully operational again.

Fixed remuneration
The fixed remuneration of Mr Joosten is set at the CEO policy level of €700,000 gross per annum. The fixed remuneration of Mr Den Houter was increased to €500,000 gross per annum as of 1 January 2020, considering personal performance and developments in the labour market reference group. 

Mr Den Houter served as CEO on an interim basis until the appointment of Mr Joosten, safeguarding continuity of leadership and ensuring that Mr Joosten could quickly come up to speed in his new role. Mr Den Houter therefore received a temporary CEO allowance of €200,000 gross per annum from mid-February 2020 until 30 November 2020, which was also included in the basis for calculation of the STI over 2020. Additionally, the LTI award value for the 2020-2022 plan was based on an award value of 70 per cent (CEO level instead of CFO level) of fixed remuneration including the CEO allowance.

Short-term incentive
Based on input from the Remuneration Committee, the Supervisory Board evaluated the performance of the Executive Board in 2020 in relation to the objectives that had been set for the year. The financial objectives that had been selected were: adjusted result before tax (weight 45 per cent), trade working capital (weight 15 per cent) and business cash flow (weight 10 per cent). The non-financial objectives (weight 30 per cent) were related to the implementation of the One BAM strategy, the Uniform Project Approach (UPA) and the enhancement of the overall performance culture. These criteria have all been made concrete and measurable for this purpose. Additionally it was agreed at the beginning of the year that the Supervisory Board would take into account the specific circumstances caused by the Covid-19 crisis. 

The evaluation of the performance of the Executive Board in relation to the objectives resulted in an incentive of 32.3 per cent of the 2020 fixed remuneration. Concerning the achievement on the non-financial objectives the Supervisory Board concluded that the performance was between threshold and target level. That being said, but without changing this assessment, it was concluded thatthe Executive Board handled the Covid-19 crisis very well, resulting in a relatively small number of employees being infected and building sites staying open where possible. The Executive Board also demonstrated exceptional agility in dealing with the difficult situation within BAM during 2020; quickly taking stock and adjusting course where needed. Overall the Supervisory Board appreciates this very highly. More details can be found in table 43.

Long-term incentive
The remuneration policy for Executive Board members includes a long-term incentive plan under which Executive Board members receive an annual award of conditional performance shares vesting after three years, depending on Company performance as defined in the remuneration policy. The conditionally awarded and vested performance shares are stated in table 46.

The conditional performance shares that were awarded under the performance share plan 2017-2019 vested on 27 April 2020. The vesting percentage of the shares was determined at zero per cent. The reason for this was that Royal BAM Group ranked 10th in the TSR peer group, which functions as a circuit breaker nullifying the performance on the other objectives (ROCE and sustainability). More details can be found in table 43.

Mr Van Wingerden was not nominated for a next term as CEO on the General Meeting of 15 April 2020, the management services agreement ended per 1 June 2020. In line with the plan rules, the performance share awards of Mr Van Wingerden for the periods 2018-2020 and 2019-2021 have been decreased pro rata the number of months not providing management services during the relevant performance periods. The remaining shares will vest against the vesting percentage determined by the Supervisory Board at the applicable vesting dates. The lock-up period and minimum share ownership requirements for the vested performance shares ended per 1 June 2020. In line with the Company’s insider dealing policy, Mr Van Wingerden was not allowed to sell the vested performance shares during closed periods up until 1 December 2020.

39 - Target pay mix¹ CEO

40 - Target pay mix¹ CFO

Post-employment benefits and other benefits
Both Mr Den Houter and Mr Joosten received a pension contribution in line with the remuneration policy for pensions as adopted by the Extraordinary General Meeting of 24 August 2020. For Mr Den Houter the decision was implemented retrospectively as of the start date of his appointment on 1 August 2018 since previous contributions had not been in line with market practice. Mr Van Wingerden participated until 1 June 2020 in the Company’s Dutch pension schemes for regular employees. In line with the remuneration policy and management services agreement, Mr Van Wingerden received a severance payment of one year’s fixed remuneration.

Remuneration overview
A summary of the remuneration of the individual members of the Executive Board can be found in table 42.

BAM has not awarded any options to members of the Executive Board, members of management teams of operating companies or employees. The remuneration of the Executive Board members was not affected by a change of control at the Company. No loans were issued to them.

The Supervisory Board did not see any reason during the financial year to use its extraordinary powers to adjust or reclaim variable or long-term remuneration that was awarded previously. BAM has no other remuneration provisions, beyond the remuneration package mentioned in the remuneration report, nor are there any other rights to one-time payments.

Internal pay ratio in 2020

The Dutch Corporate Governance Code (2016) states that the remuneration policy should consider the internal pay ratio within the organisation and that this pay ratio should be reported in the remuneration report. Additionally, the revised Shareholders’ Rights Directive, as implemented into Dutch Law, requires the Company to perform a five-year analysis of Board remuneration versus average employee remuneration and Company performance.

For these purposes BAM applies a methodology based on the employee benefits according to the financial statements and the Executive Board remuneration according to table 42 of this report.

BAM’s internal pay ratio is calculated as the total annual CEO remuneration divided by the average employee remuneration (employee benefit expenses excluding restructuring costs and termination benefits divided by the average number of FTE). Consequently, BAM’s calculated internal pay ratio in 2020 was 14 (2019: 17), implying that the CEO pay was 14 times the average pay within the organisation. The decrease of the ratio is explained through the fact that the LTI award for 2017-2019 did not vest and the voluntary 20 per cent pay reduction for the months April until September 2020.

The required five-year analysis of Board remuneration versus average employee remuneration and Company performance can be found in   table 45. It reflects the same definitions for Executive Board and average employee remuneration.

Additionally, it contains the performance measure adjusted result before tax which we believe is a crucial reflection of the success of the Company.

Terms of appointment of the Executive Board members

Members of the Executive Board are appointed for a term of four years and deliver their services under a management services agreement. The notice period for these members can be found in

table 44. If the Company terminates the management services agreement of a member of the Executive Board, the maximum severance payment will be one year’s fixed remuneration.

Securities rules
The Company has rules relating to the possession of and trading in BAM securities. These rules are published on the Company’s website. BAM also has regulations for members of the Executive Board and the Supervisory Board relating to the trading in securities other than those issued by the Company. 

Share ownership of the Executive Board members

Per 31 December 2020, Mr Joosten held 0 BAM shares and Mr Den Houter held 25,000 privately acquired BAM shares.

Remuneration of the Executive Board in 2021 

At the beginning of the financial year, the Supervisory Board discloses the specific financial objectives and relevant weighting for the short-term incentive. For 2021 the financial objectives and weighting for the short-term incentive are: Adjusted EBITDA (weight 45 per cent) and trade working capital (weight 25 per cent). The selected STI targets support the company objectives since they are fully aligned with its strategy of significantly improving profitability while ensuring a healthy cash generation.

Additionally, the Supervisory Board discloses the specific criteria that underly the sustainability objective of the long-term incentive plan at the start of the performance period. As in previous years the performance share plan 2021-2023 contains three sustainability criteria of equal weight, being: BAM’s ranking on CDP’s climate change A list, carbon intensity reduction and construction and office waste intensity reduction.

Remuneration policy for the Supervisory Board

The remuneration policy for the Supervisory Board as stated below was adopted by the General Meeting on 15 April 2020.

The Supervisory Board draws up the Supervisory Board remuneration policy based on advice from its Remuneration Committee.

The remuneration policy will be evaluated regularly and will be put forward for adoption at the General Meeting at least every four years in line with the Shareholders’ Rights Directive.

The Supervisory Board remuneration policy is geared to attract and retain members that contribute to the desired composition regarding expertise, experience, diversity and independence, as set out in the profile of the Supervisory Board. The policy aims to reward Supervisory Board members for time spent and the responsibilities of their role, including but not limited to the responsibilities imposed by the Civil Code, Dutch Corporate Governance Code and the Articles of Association. On this basis, the remuneration for Supervisory Board members consists of the following elements:

  • A fixed remuneration and a fixed committee fee (regardless of the number of committees in which the member participates), which varies for the chairman, vice-chairman and members, to reflect the time spent and the responsibilities of the role;
  • An attendance fee per meeting for non-Dutch members to compensate these members for additional time spent to attend meetings;
  • A reimbursement of actual costs in the performance of the duties for BAM.

Committee impact and responsibility is deemed to be comparable. Hence BAM does not differentiate in committee fees. The amounts can be found in table 41.

41 - Remuneration

Fixed remuneration

Chairman €90,000 per annum
Vice-chairman €55,000 per annum Member €50,000

Committee fee Chairman €10,000 per annum
Member €7,000 per annum

Attendance fee for non-Dutch residents

€1,500 per meeting
Expenses Reimbursement of actual
incurred costs

The Supervisory Board uses external benchmark information to assess market comparability of the remuneration. Remuneration levels are aimed at the median of Dutch listed companies with a two-tier board structure comparable in size and scope.

In exceptional circumstances, when a significant increase in time investment by its members is necessary to serve the long-term interests and sustainability of the Company as a whole or to assure its viability, the Supervisory Board may decide to temporarily deviate from the remuneration policy of the Supervisory Board based on a proposal of its Remuneration Committee. In such circumstances the Supervisory Board may decide to award members an additional remuneration of €1,500 per half-day. This can, for example, occur when a Supervisory Board member is temporarily delegated to support the Executive Committee in an advisory role.

Given the nature of the responsibilities of the Supervisory Board the remuneration is not tied to BAM’s results, nor impacted by any change of control at the Company. As a policy BAM does not award any options or shares to members of the Supervisory Board. If and in so far as a Supervisory Board member holds shares in the Company, these should be long-term investments. No loans are issued to members of the Supervisory Board nor are they eligible to participate in any benefits programme offered by BAM to its employees.

No additional remuneration, such as sign-on bonuses, is paid upon recruiting new Supervisory Board members. The Supervisory Board members are not eligible to any severance, claw-back or change of control provisions.

Covid-19
In line with the decision of the Executive Board and the Executive Committee to apply a 20 per cent pay reduction for the months April up until and including September 2020 to mitigate the impact of Covid-19 on BAM, the Supervisory Board also voluntarily applied a 20 per cent reduction to its fixed remuneration and committee fees. Additionally, it was decided to not apply the intended increase of the fixed remuneration for the Chairman from €70,000 to €90,000 gross per annum (as approved by the General Meeting on 15 April 2020) until 1 October 2020.

Besides this, the members of the Supervisory Board received remuneration in the past financial year in line with the remuneration policy as adopted by the General Meeting on 15 April 2020.

From mid-February up until 1 November 2020 Mr Sheffield acted as delegated Supervisory Board member to support the Executive Committee in an advisory role. In line with the remuneration policy, Mr Sheffield received an additional remuneration of

€1,500 per half-day for these activities, he spent 35.5 days on this.

No options or shares were awarded to members of the Supervisory Board and no loans were issued to them.

Bunnik, the Netherlands, 17 February 2021 Supervisory Board

42 - Executive Board remuneration

Fixed remuneration, short-term incentive, long-term incentive, other benefits, post-employment benefits and total remuneration 
(x €1,000) 

 

Fixed remuneration

Short-term incentive

Long-term incentive
(1)

Other benefits (2)

Post- employment
benefits

Total remuneration

  2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
R.J.M. Joosten (3) 222 - 75 - - - 2 - 51 - 350 -
L.F. den Houter (4) 608 486 212 159 - - 5 5 221 30 1,047 680
R.P. van Wingerden (5) 292 700 112 230 - 125 706 5 65 154 1,175 1,214

1 The amount shown under Long-term incentive consists of the phantom share plans and performance share plans that form taxable income for the Executive Board member in the respective financial year. The value for the phantom share plan is the amount paid out at the pay-out date. The value for the performance share plan is the value of the vested shares at the vesting date.

2 The amount shown under Other benefits consists of the additional tax liability for private use of the company car, since the value of this benefit can be considered (indirect) remuneration.

3 Mr Joosten was appointed as a member of the Executive Board with effect from 1 September 2020. The fixed remuneration is including the 20 per cent Covid-19 reduction over September 2020.

4 The fixed remuneration is including the 20 per cent Covid-19 reduction over April – September and the CEO allowance over mid-February 2020 until 30 November 2020. The amount shown under post-employment benefits for Mr Den Houter includes the retrospective payment of pension contribution as of 1 August 2018.

5 Mr Van Wingerden was not nominated for a next term as CEO at the General Meeting of 15 April 2020, the management services agreement ended per 1 June 2020. Mr Van Wingerden has received a severance payment of €700,000 and €4,000 for legal fees, which is included in Other benefits. Mr Van Wingerden has received a prorated short-term incentive over 2020 based on on-target performance as part of the settlement agreement.

43 - Performance on incentive plan objectives
(in %)

  Objective Weight

Achievement
(% of target)
STI as % of fixed remuneration
STI 2020 Adjusted result before tax 45 - -
  Trade working capital 15 136 11.3
  Business cash flow 10 136 7.5
  Non-financial 30 82 13.5
  Overall achievement   59 32.3
LTI 2017-2019 Relative TSR 33.3 Achievement
(% of award)
-
 
  ROCE 33.3 nr1  
  Sustainability 33.3 nr1  
  Overall achievement  

-

 

1 Not relevant since relative TSR acts as circuit breaker and nullifies the achievement on the other LTI plan objectives.

44 - Appointment and contractual arrangements

  Date of first appointment Start date current appointment Period of 
appointment
Notice period
for the 

Company
Notice period for the Executive
Board member
Severance
R.J.M. Joosten 1 September 2020 1 September 2020 4 years
(1)
3 months 3 months 1 year’s fixed remuneration
L.F. den Houter 1 August 2018 1 August
2018
4 years
(
2)
3 months 3 months 1 year’s fixed remuneration

1 Appointed until the General Meeting in 2024.
2 Appointed until the General Meeting in 2022.

 

45 -  Five-year analysis Board remuneration and Company performance 
(x €1,000, unless otherwise stated)

    2015 2016 2017 2018 2019 Actual
    2016 2017 2018 2019 2020 2020

Executive Board remuneration (1)

             

CEO

actual change  (54)  (95)  295  (332)  (194)  1,015
  relative change (%)  (3.9)  (7.1)  23.7  (21.5)  (16.1)  
CFO actual change  (137)  (222)  148  (85)  (26)  726
  relative change (%)  (13.1)  (24.4)  21.6  (10.1)  (3.4)  

 

Company performance

             

Adjusted result

actual change  14,500  (39,400)  89,900  (79,100)  (39,800)  34,300
before tax2 relative change (%)  16.4  (38.4)  142.0  (51.6)  (53.7)  
Average employee actual change  0.3  3.3  1.6  5.3  2.4  73,746
remuneration           relative change (%)  0.4  5.4  2.5  8.1  3.3  

Supervisory Board remuneration3

    2016

 

2017  2018  2019  2020
H.Th.E.M. Rottinghuis, Chairman      -  -  -  -  48
G. Boon, Vice-Chairman      -  42  60  63  59
B. Elfring      -  -  -  -  20
D. Koopmans      -  -  -  -  23
C.M.C. Mahieu      45  55  60  60  54
M.P. Sheffield      -  23  69  68  164
H. Valentin      -  44 68  68  59
H.L.J. Noy, former Chairman      45  69  80  80  46
K.S. Wester, former Vice-Chairman      45  57  62  18  -
R. Provoost, former member      -  -  -  8  -
P.A.F.W. Elverding, former Chairman      55  17  -  -  -
H. Scheffers, former Vice-Chairman      50  17  -  -  -
J.P. Hansen, former member      45  14  -  -  -
Total      285  336  399  365  473

1 The actual remuneration for the CEO in 2020 is based on the annualised remuneration of Mr Joosten, who was appointed per September 2020. The actual remuneration for the CFO in 2020 is excluding the CEO allowance, the retrospective payment in 2020 of pension contribution as of 1 August 2018 to the CFO has been allocated to the relevant years. The actual remuneration for the CFO in 2018 has been annualised since Mr Den Houter was appointed per August 2018. No LTI was included, since nothing vested that year.

2 As from 2018 the adjusted result before tax has been impacted by the implementation of IFRS15.

3 The amounts are excluding (fixed) expense allowance. Amounts 2020 include the 20 per cent Covid-19 reduction and the additional remuneration for Mr Sheffield as delegated Supervisory Board member.

46 -  Performance share plan
(value in €)

   Award date Number of
conditionally
awarded shares1
Value of
conditionally
awarded shares
at award date
Vesting date Number
of shares
at vesting
date 2
 End of
lock-up
period 3
 Value at
year-end
2020 4
R.J.M. Joosten  01/09/2020  285,734  381,111  23/04/2023 n/a   23/04/2025  487,176
L.F. den Houter  23/04/2020  367,371  490,000  23/04/2023  n/a   23/04/2025  626,368
   29/04/2019  68,393  291,600  29/04/2022  n/a  29/04/2024   116,610
R.P. van Wingerden  29/04/2019  47,886  204,167  29/04/2022  n/a   n/a  81,646
   26/04/2018  91,852  360,150  26/04/2021  -5  n/a  156,608
   27/04/2017  94,651  476,000  27/04/2020  -  n/a  -
   28/04/2016  112,711  476,000  28/04/2019  -  n/a  -
   30/04/2015  114,319  434,000  30/04/2018  59,939  n/a  233,163

1 This is the ’at target’ number of conditionally awarded performance shares. For Mr Joosten, the awarded shares in 2020 have been decreased pro rata the number of months providing management services during the relevant performance period. Since Mr Den Houter served as CEO on an interim basis until the appointment of Ruud Joosten, the LTI award value for the 2020-2022 plan was based on an award value of 70 per cent (CEO level instead of CFO level) of fixed remuneration including the CEO allowance. For Mr Van Wingerden, the awarded shares in 2018 and 2019 have been decreased pro rata the number of months not providing management services during the relevant performance periods. The number of performance shares that vests may vary between 0 (in case of performance below threshold) and 150 per cent (in case of performance at or above excellent) of the ‘at target’ number of performance shares.

2 The number of vested shares at vesting date before tax and including dividend up until vesting date.

3 No lock-up period applies for Mr Van Wingerden since he has left the Company per 1 June 2020.

4 The value for the awards in 2015 and 2016 is based on the actual number of vested shares on the vesting date before tax. The value for the awards in 2018, 2019 and 2020 is based on the ‘Number of conditionally awarded shares’ in this table (since the vesting percentage is not yet known at year-end 2020) multiplied by the closing share price of BAM at year-end 2020 (€1.705). For Mr Van Wingerden the value of the award for 2015 is based on the opening share price of BAM at the day of vesting.

5 Since BAM ranks 11th of the TSR peer group for this performance share plan the circuit breaker is applicable. Therefore, the Supervisory Board has decided on 17 February 2021 that the conditional shares will be forfeited at the vesting date of this plan (26 April 2021).

 

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