Remuneration report

This remuneration report has been prepared by the Remuneration Committee of the Supervisory Board and has been adopted by the Supervisory Board in its meeting of 19 February 2019. The Remuneration Committee is a permanent committee of the Supervisory Board and consists of at least two members of the Supervisory Board. The Remuneration Committee is subject to rules established by the Supervisory Board. At the end of the year under review it consisted of Mrs Mahieu (Chairwoman), Mrs Valentin and Mr Noy. The composition of the Remuneration Committee is in line with the provisions of the Code. 

This remuneration report contains:

  • Remuneration of the Executive Board in 2018, based on application of the remuneration policy in 2018
  • Internal pay ratio in 2018
  • Overview of the remuneration policy and remuneration level for the Executive Board
  • Term of appointment of the Executive Board members
  • Share ownership of members of the Executive Board
  • Remuneration of the Executive Board in 2019
  • Remuneration of the Supervisory Board

Remuneration Executive Board in 2018

The members of the Executive Board received remuneration in the past financial year in line with the remuneration policy adopted by the Annual General Meeting on 22 April 2015.

Fixed remuneration
A benchmark and adjustment of the fixed remuneration of the Executive Board took place in 2016. After the annual evaluation beginning 2018 as described in the remuneration policy, it was decided not to modify the fixed remuneration in the year 2018. The Remuneration Committee took note of the individual Executive Board members’ views on their own remuneration. 

Short-term incentive
Based on input from the Remuneration Committee, the Supervisory Board evaluated the performance of the Executive Board in 2018 in relation to the targets that had been set for the year. From the list of financial metrics included in the remuneration policy, the metrics that had been selected were: adjusted profit before tax (weight 40 per cent), trade working capital (weight 20 per cent) and business cash flow (weight 10 per cent). The actual 2018 performance in relation to the performance zones that had been set for each of the financial targets resulted in a bonus of 27.5 per cent of the 2018 fixed remuneration. The non-financial targets (weight 30 per cent) were related to the implementation of One BAM initiatives for finance, IT and HR. The evaluation of the performance of the Executive Board in relation to these non-financial targets resulted in a bonus of 22.5 per cent of the 2018 fixed remuneration. In total, the members of the Executive Board were awarded a short-term incentive of 50 per cent of the 2018 fixed remuneration for their performance in 2018.

With Mrs Menssen, who stepped down as CFO and member of the Executive Board as of 1 July 2018, it had been agreed that she received a short-term incentive of €50,000 for the period that she served on the Executive Board in 2018.  

Long-term incentive
Before 2015, the Company had a phantom share plan in place for the members of the Executive Board. Under that plan Executive Board members each year received so-called phantom shares which - depending on the TSR performance - vested after three years and resulted in a payout of the vested phantom shares two years after vesting, based on the share price at that moment. In 2018, the lock-up period for the vested phantom shares awarded under the 2013-2015 plan ended, resulting in a payout that is shown in table 58. The value per the end of 2018 of the vested phantom shares awarded under the 2014-2016 plan is shown in table 59. These shares will result in a payout in 2019.

As of 2015, the remuneration policy for Executive Board members has been adjusted. This adjusted policy, adopted by the Annual General Meeting on 22 April 2015, includes as long-term incentive the award of conditional performance shares which vest after three years, depending on meeting certain criteria. The conditional performance shares granted in 2018 to the members of the Executive Board under the performance share plan 2018-2020 are stated in table 63. Table 61 and table 62 show the performance shares granted in respectively 2016 (performance share plan 2016-2018) and 2017 (performance share plan 2017-2019). 

The conditional performance shares that were granted under the performance share plan 2015-2017 vested on 30 April 2018 based on the following performance against measures:

  • Relative TSR (weight 1/3): BAM ranked 5th resulting in 50 per cent vesting;
  • ROCE (weight 1/3): performance below threshold resulting in 0 per cent vesting;
  • Sustainability (weight 1/3): performance at target resulting in 100 per cent vesting. 

In total, 50 per cent of the conditionally granted shares under the performance share plan 2015-2017 have become unconditional (table 60. These shares have a lock-up period of two years after vesting.  

Remuneration overview
A summary of the remuneration of the individual members of the Executive Board can be found in table 57. 

Mrs Menssen, who stepped down from the Executive Board by mutual agreement, was according to her management services agreement eligible for a severance payment of one year’s fixed remuneration. The phantom shares that vested in 2017 were paid out in July 2018. The lock-up period and minimum share ownership requirements for the performance shares that vested in 2018 ended per 1 July 2018. In line with the Company’s insider dealing policy, Mrs Menssen was not allowed to sell the vested performance shares during closed periods up until 1 January 2019. The conditionally granted performance shares in 2016 and 2017 have lapsed. In 2018 no conditional performance shares were awarded to Mrs Menssen.

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

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.

Internal pay ratio

The Dutch Corporate Governance Code (2016) states that the remuneration policy should take into account the internal pay ratio within the organisation and that the internal pay ratio should be reported in the remuneration report. BAM applies a methodology to calculate the internal pay ratio based on the employee benefits and the CEO compensation according to the financial statements. Furthermore, the approach is in line with common practices in the market.

BAM’s internal pay ratio is calculated as the total annual CEO compensation divided by the average employee compensation (employee benefit expenses excluding restructuring costs and termination benefits divided by the average number of FTE). 

Consequently, BAM’s calculated internal pay ratio in 2018 is 23 (2017: 20), implying that the CEO pay is 23 times the average pay within the organisation.

Remuneration policy 

The Supervisory Board draws up the Company’s remuneration policy 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 on the basis of recommendations of its Remuneration Committee. The Remuneration Committee’s regulations are published on BAM’s website. The current remuneration policy was adopted by the General Meeting on 22 April 2015 and is applicable as of 2015.

Design principles
The remuneration policy is geared to attract and retain qualified people and motivating them to achieve Royal BAM Group’s objectives. Particular emphasis is placed on experience with the Group’s (international) activities and the necessary management qualities. In the design of the policy and in determining the remuneration levels of the members of the Executive Board, the Supervisory Board has benchmarked several remuneration elements (fixed remuneration, short-term incentive and long-term incentive) against market standards. Also the internal pay differentials have been taken into account, as well as scenario analyses which were used to determine possible outcomes of the variable remuneration elements, including the maximum value of the long-term incentive. The remuneration structure and elements take into account that risk-taking beyond the risk profile of the Company should not be encouraged.

The policy also aims to stimulate profitable growth and long-term value creation, to motivate individuals and to increase the attractiveness of the Company to highly qualified executives, including those from other industries, so as to interest them in Royal BAM Group. The policy contributes to long-term value creation by not only focusing on financial targets but also on non-financial targets like sustainability and safety. In addition, a long-term incentive plan is operated for this purpose. The remuneration level and structure are based on the development of results, as well as other developments that are relevant to the Company, including non-financial indicators which are relevant for the Company’s long-term objectives.

In order to achieve these design principles, remuneration is set at a competitive level for the relevant national general remuneration market for directors and other senior managers of large companies. The Supervisory Board will regularly review the remuneration package to ensure that it complies with the assumptions underlying the remuneration policy. The remuneration policy will also be evaluated regularly; changes in the policy will be put forward for adoption at the General Meeting.

Remuneration level

The Supervisory Board uses external benchmark information to assess market comparability of the remuneration levels. Remuneration levels are aimed at the median of a labour market reference group of fourteen companies as listed in table 52. The reference group was selected based on industry, ownership structure, geographical business scope and size parameters. Carillion has been removed from the labour market reference group as of 2018 due to its liquidation per 15 January 2018.


52 - Labour market reference group

Arcadis

Heijmans

Balfour Beatty

Hochtief

Bauer

NCC

Besix

Post NL

Boskalis

Skanska

Eiffage

Strabag

Fugro

VolkerWessels

The remuneration levels are presented in table 53.


53 - Remuneration level

STI (% of fixed remuneration)

CEO

55% (target)
75% (maximum)

Members

55% (target)
75% (maximum)

LTI (Award value as % of fixed remuneration)

CEO

70%

Members

60%

Share ownership guidelines

CEO

1 times fixed remuneration

Members

0.75 times fixed remuneration

Remuneration package

The remuneration of the Executive Board consists of four elements:

  1. Fixed remuneration
  2. Short-term incentive (STI)
  3. Long-term incentive (LTI)
  4. Post-employment benefits and fringe benefits.

Ad a. Fixed remuneration
The Supervisory Board determines the development of the fixed remuneration of the individual members of the Executive Board. The annual evaluation and change in fixed remuneration generally take place per 1 January of each year. The evaluation 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.

Ad b. Short-term incentive
To ensure continued alignment of the short-term incentive with BAM’s strategy, flexibility with respect to the STI metrics is important to enable adequate responses to the challenges the Group is facing. At the start of the financial year the Remuneration Committee selects two to three financial metrics for the STI of the members of the Executive Board. It also determines their relative weighting.

The financial metrics will be chosen from the following list:

  1. (Adjusted) profit before tax
  2. Operational result (EBIT)
  3. Working capital
  4. Cash flow
  5. Cash conversion
  6. Cost reduction
  7. Divestments.

The selected metrics link remuneration with BAM’s financial priorities. As specific targets for each of the metrics may qualify as sensitive information, these will in principle not be disclosed.

70 per cent of the STI is based on the selected financial metrics, the remaining 30 per cent is linked to non-financial performance targets. Performance incentive zones are defined for each of the targets. Payout gradually increases with performance, starting with a payout of 35 per cent of the fixed remuneration at threshold performance, 55 per cent at target performance and potentially going up to 75 per cent of fixed remuneration at maximum performance. Below threshold there will be zero payout. The Supervisory Board sets the performance ranges (i.e. threshold, at target and maximum performance levels) and corresponding payout levels.

After the end of the financial year, the Remuneration Committee determines to what extent the performance targets have been met. The Supervisory Board, following a proposal from the Remuneration Committee, will decide upon the variable remuneration to be awarded over the past financial year.

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 variable remuneration accordingly, and the Company is entitled to reclaim (any part of) the variable remuneration paid to a member of the Executive Board on the basis of incorrect (financial) information.

Ad c. Long-term incentive
Executive Board members participate in a performance share plan. The performance shares are conditionally awarded subject to performance testing after three years. The number of performance shares at award date is calculated by dividing the award value by the average closing price of BAM shares on Euronext Amsterdam based on the five-day average closing price after the Annual General Meeting.

There are two financial performance measures, being relative total shareholder return (TSR) and Return on Capital Employed (ROCE) and one non-financial measure, being sustainability. Realised performance results in a vesting percentage for each of the three performance targets, each determining one third of the vesting of the conditionally granted shares. The TSR measure will also operate as a ‘circuit breaker’ for the vesting part linked to the other two criteria. In case BAM ranks at the bottom two places of the TSR peer group, the other parts will not vest regardless of the performance.

The minimum share ownership requirement for the CEO amounts to 100 per cent of fixed remuneration and for the other members of the Executive Board to 75 per cent of fixed remuneration. In accordance with the Code the three-year vesting period will be followed by a two-year lock-up period. Participants are not allowed to divest any shareholding until the two-year lock-up period has lapsed and the above 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.


54 - The performance incentive zones

Relative TSR

 

 

ROCE


 

Sustainability


TSR ranking

Vesting

 

Score

Vesting

 

Score

Vesting

               

1

150%

 

Above maximum

150%

 

Above maximum

150%

2

125%

 

Maximum

150%

 

Maximum

150%

3

100%

 

Target

100%

 

Target

100%

4

75%

 

Threshold

50%

 

Threshold

50%

5

50%

 

Below threshold

0%

 

Below threshold

0%

6

25%

 

 

Notes:

  1. Vesting is expressed as a percentage of the conditionally granted number of shares.
  2. If TSR would be at position 10 or 11, no vesting can occur for the other parts.

7

0%

 

8

0%

 

9

0%

 

10

0%

 

11

0%

 

 


55 - Long-term incentive plan

Financial vs. non-financial measures

Financial: 66.7%
Non-financial: 33.3%

   

Measures and weight 

TSR: 33.3%
ROCE: 33.3%
Sustainability: 33.3%

   

Payment mechanism 

Conditional performance shares

   

Stimulating share ownership

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

TSR is defined as the share price increase, including dividends. TSR is measured over a three year period based on the three month average share price before the start and the end of the three year period. The relative position within the peer group determines the vesting percentage. The TSR peer group comprises of Balfour Beatty, Boskalis, Eiffage, Heijmans, Hochtief, NCC, Skanska, Strabag, Vinci, VolkerWessels (and BAM)*. The composition of the TSR peer group is being evaluated on a periodic basis, among other things, in light of corporate events.

* In 2018, the TSR peer group was adjusted for conditional awarded performance shares as of 2018 and onwards: due to its liquidation, Carillion was replaced by VolkerWessels, YIT was replaced by NCC.

Realised performance against the set targets is assessed by using performance incentive zones. For excellent performance, the number of performance shares per individual target that may vest may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to zero (on a sliding scale) for non-achievement of the individual targets. The performance incentive zones are presented in table 54.

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 payouts.

The authority to implement the long-term incentive plan lies with the Supervisory Board. The Supervisory Board 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, the next 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 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:

(i) the achievement of the performance conditions concerned or
(ii) 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.

Ad d. Post-employment benefits and fringe benefits 
With respect to pensions, sector regulations are followed wherever possible, with surplus schemes based on defined contributions and contributions from the participants. Members of the Executive Board are subject to a pension scheme and transitional arrangements as applicable in the Group from 1 January 2006 for all comparable employees. The costs of trend-based indexation of underlying pension rights have been included in the pension contributions with effect from 2009. The Company does not have any early retirement schemes. No pension arrangements were made with regard to Mr Bax and Mr Den Houter, who instead will receive a contribution for their personal pension arrangements.

As for employees, the Group has a competitive package of fringe benefits 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 Group 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, the members of the Executive Board, the members of the operating company management teams and all other directors and officers in BAM.

Term of appointment and management services agreements

Members of the Executive Board are appointed for a maximum period of four years and deliver their services under a management services agreement. The notice period for members of the Executive Board can be found in table 64. 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.

An alternative arrangement was concluded in 2018 with Mr Bax as part of his re-appointment. Both the appointment as member of the Executive Board and the management services agreement apply for one year up to the Annual General Meeting in 2019. Each party may terminate the management services agreement early, per the end of a calendar month taking into account a notice period of two months, with the limitation that Mr Bax cannot terminate the management services agreement before 1 January 2019. If the Company terminates the management services agreement before the end of the current appointment period of one year other than for an urgent reason, Mr Bax is entitled to a payment equal to the remaining fixed remuneration up to the Annual General Meeting in 2019. More information on the key elements of the individual management services agreements of the Executive Board members can be found on the Company’s website.

The Company has no other remuneration provisions, beyond the remuneration package mentioned above, nor are there any other rights to one-time payments.

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. The Company 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 members of the Executive Board

Table 56 shows the number of shares held by Executive Board members on 31 December 2018.


56 - Shares held 

 

Number of shares on
31 December 2018

R.P. van Wingerden

31,862

L.F. den Houter

-

E.J. Bax

20,703

Remuneration of the Executive Board in 2019

The remuneration policy described above will remain in effect in the financial year 2019. No material changes in the remuneration of the Executive Board are foreseen.

Remuneration of the Supervisory Board

The members of the Supervisory Board received remuneration in the past financial year in line with the remuneration as adopted by the Annual General Meeting on 19 April 2017: an annual fixed remuneration of €70,000 for the Chairman, €55,000 for the vice-Chairman and €50,000 for the other members of the Supervisory Board, with an additional annual fixed remuneration of €10,000 (Chairman) or €7,000 (member) for membership of one or more Supervisory Board committees. Non-Dutch members received an attendance fee of €1,500 per meeting. Actual and necessarily incurred costs in the performance of the duties for BAM are reimbursed. 

As a policy the Company does not award any options or shares to members of the Supervisory Board. This was also the case in 2018. The remuneration of the Supervisory Board members is not affected by the Company’s results, nor by any change of control at the Company.

No loans were issued to members of the Supervisory Board.

Supervisory Board

Bunnik, the Netherlands, 19 February 2019


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

 

Fixed
remuneration 

Short-term
incentive

Post-employment benefits

Other 
benefits1

Long-term
incentive2

 

 

 

 

 

 

 

 

 

 

 

 

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

 

 

 

 

 

 

 

 

 

 

 

R.P. van Wingerden

686

684

343

214

151

183

-

3

361

162

L.F. den Houter3

203

-

101

-

10

-

-

-

-

-

E.J. Bax

486 

484

243 

152

101 

93

- 

3

151

-

T. Menssen4

243 

484

50 

152

28 

49

491 

3

382

-

1 The Other benefits in 2017 consisted of the fixed expense allowance that members of the Executive Board received up until June 2017. As of June 2017, the expense allowance policy has been changed into reimbursement of actual incurred business expenses.
2 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 payout date, the value for the Performance Share Plan is the value of the vested shares at the vesting date. In the integrated report 2017 the amount shown in this column was the value as included in the Financial Statements.
3 Appointed as a member of the Executive Board with effect from 1 August 2018.
4 Mrs Menssen has stepped down from the Executive Board with effect from 1 July 2018. Mrs Menssen has received a severance payment of €486 thousand and €5 thousand for legal fees, which is included in other benefits. 

Long-term incentive plan 


58 - Phantom share plan 2013-2015 1
(value in €)

 

At the award date

At the payout date

 

Number

Value

Number

Vesting %

Vested 

shares

Value 2

 

 

 

 

 

 

 

R.P. van Wingerden

69,272

235,000

71,678

45%

32,255

127,652

E.J. Bax

-

-

-

-

-

-

T. Menssen

69,272

235,000

71,678

45%

32,255

127,652

1 Award has become unconditional on 3 May 2016. The lock-up period has ended as per 3 May 2018, leading to the payout of the award.
2 The value has been based on the average share price of BAM on the five trading days before the end of the lock-up period as per 3 May 2018 (€3.958 ) and on the number of vested shares three years after the award. The number of (vested) shares at the payout date include dividend up until the payout date.
The long-term remuneration will never exceed one and a half times the annual fixed remuneration of the Executive Board member on the day of the payout.


59 - Phantom share plan 2014-2016 1
(value in €)

 

At the award date

At year-end 2018

 

Number

Value

Number

Vesting %

Vested 

shares

Value 2

 

 

 

 

 

 

 

R.P. van Wingerden

60,072

235,000

62,847

45%

28,281

71,099

E.J. Bax

60,072

235,000

62,847

45%

28,281

71,099

T. Menssen

60,072

235,000

62,847

45%

28,281

102,355

1 Award has become unconditional on 1 May 2017; lock-up period up to and including 1 May 2019. The lock-up period for Mrs Menssen ended per 1 July 2018.
2 For Mr Van Wingerden and Mr Bax the potential value is based on the closing share price of BAM at year-end 2018 (€2.514) and on the number of vested shares three years after the award. The number of (vested) shares include dividend up until year-end 2018. For Mrs Menssen the value is based on the average share price of BAM on the five trading days before the end of the management services agreement (€3.619 ) and on the number of vested shares three years after the award. The number of (vested) shares at the payout date include dividend up until the payout date. The long-term remuneration will never exceed one and a half times the annual fixed remuneration of the Executive Board member on the day of the payout.


60 - Performance share plan 2015-2017 1
(value in €)

 

At the award date

At year-end 2018

 

Number

Value

Number

Vesting % 2

Vested 

shares

Value 3

             

R.P. van Wingerden

114,319

434,000

119,876

50%

59,939

150,687

E.J. Bax

74,281

282,000

77,892

50%

38,947

97,913

T. Menssen 

74,281

282,000

77,892

50%

38,947

97,913

1 Award has become unconditional on 30 April 2018; lock-up period up to and including 30 April 2020. The lock-up period for Mrs Menssen ended per 1 July 2018, in line with the applicable plan rules.
2 Vesting % explained in remuneration report.
3 Potential value based on the closing share price of BAM at year-end 2018 (€2.514) and on the number of vested shares three years after the award. The number of (vested) shares include dividend up until year-end 2018. 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 vesting date – that become unconditional, will never exceed two and a half (2.5) times the award value.


61 - Performance share plan 2016-2018 1
(value in €)

 

At the award date

 At year-end 2018

 

Number

Value

Number 

Value 2

         

R.P. van Wingerden

112,711

476,000

112,711

283,355

E.J. Bax

68,195

288,000

68,195

171,442

T. Menssen3

68,195

288,000

-

-

1 Awarded on 28 April 2016; award becomes unconditional on 28 April 2019 if the specified 3-year performance targets are met. Since BAM ranks 10th of the TSR peer group for this Performance Share Plan the circuit breaker is applicable. Therefore the conditional shares will be forfeited at the vesting date of the plan, 28 April 2019. 
2 Potential value based on the closing share price of BAM at year-end 2018 (€2.514) and on the ‘at target’ number of conditional performance shares that become unconditional three years after the award. 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 vesting date – that become unconditional, will never exceed two and a half times the award value.
3 The conditional shares for Mrs Menssen under the long-term incentive plan 2016-2018 are forfeited.


62 - Performance share plan 2017-2019 1
(value in €)

 

At the award date

 At year-end 2018

 

Number

Value

Number 

Value 2

         

R.P. van Wingerden

94,651

476,000

94,651

237,953

E.J. Bax

57,268

288,000

57,268

143,972

T. Menssen 3

57,268

288,000

-

-

1 Awarded on 27 April 2017; award becomes unconditional on 27 April 2020 if the specified 3-year performance targets are met.
2 Potential value based on the closing share price of BAM at year-end 2018 (€2.514) and on the ‘at target’ number of conditional performance shares that become unconditional three years after the award.
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 vesting date – that become unconditional, will never exceed two and a half times the award value.
3 The conditional shares for Mrs Menssen under the long-term incentive plan 2017-2019 are forfeited. 


63 - Performance share plan 2018-2020 1
(value in €)

 

At the award date

 At year-end 2018

 

Number

Value

Number 

Value 2

         

R.P. van Wingerden

122,469

480,200

122,469

307,887

E.J. Bax

74,369

291,600

74,369

186,964

1 Awarded on 26 April 2018; award becomes unconditional on 26 April 2021 if the specified 3-year performance targets are met.
2 Potential value based on the closing share price of BAM at year-end 2018 (€2.514) and on the ‘at target’ number of conditional performance shares that become unconditional three years after the award.
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 vesting date – that become unconditional, will never exceed two and a half times the award value.


64 - 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.P. van Wingerden

7 May 2008

20 April 2016

4 years

6 months

3 months

1 year’s fixed remuneration

L.F. den Houter

1 August 2018

1 August 2018

4 years

3 months

3 months

1 year’s fixed remuneration

E.J. Bax

1 May 2014

18 April 2018

1 year

2 months

2 months

remuneration until end of term

 

Name

Company