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Remuneration Policy for the members of the Board of Management of Fugro N.V. as of 1 January 2008
The remuneration policy is approved by the Annual General Meeting of Shareholders on 14 May 2008
The objective of the remuneration policy for the members of the Board of Management of Fugro is to provide a remuneration system such that:
- performance that is pursuant to the results and strategy of Fugro is rewarded
- top managers can be attracted and retained as members of the Board of Management of Fugro
Remuneration
The remuneration of the Board of Management consists of the following four components:
- a fixed (base) salary component
- a variable component (annual bonus or short-term incentive)
- a long-term component (long-term incentive) in the form of stock options
- pension provisions and fringe benefits
Fixed salary
The salary of members of the Board of Management will be determined on the basis of a survey of comparable companies (peer group)
carried out by an external bureau. For Fugro two reference points will be taken into account: a Local (Dutch) labour market peer
group and, moreover, to reflect Fugro's international nature, an international industry specific labour market peer group. This
last peer group consists of a number of companies operating in similar fields of activity to Fugro, but none of these have the
same scope as Fugro. Peer-group data will be updated on an annual basis. The members of the Board of Management receive a fixed
salary which is comparable with the median of these two peer groups, whereby each peer group has the same weight.
Variable component (annual bonus)
Each member of the Board of Management will be eligible for an annual bonus, with a maximum of twelve months (100%) of annual fixed
salary. On-target performance will result in a bonus of eight months of annual fixed salary. Part of the bonus is related to quantified
financial targets and accounts for 2/3 of the annual bonus and part of the bonus is related to non-financial / personal targets and will
account for 1/3 of the annual bonus.
The financial targets will be set for the relevant year. The weighing given to the individual financial elements is as follows: earnings
per share (EPS) 60%, net profit margin 20% and return on capital employed (ROCE) 20%. The maximum bonus related to the financial targets
will be granted if the targets are exceeded by 30%, and if the performance is only 70% of target, the bonus will be 50% of on-target performance.
If performance is less than 70% of target, the part of the bonus that is related to financial targets will be zero.
The non-financial targets will be determined prior to the start of the relevant year. These targets are derived from Fugro's strategic agenda.
The performance measures and the weighing given to the individual measures are set by the Supervisory Board. Achievement of the targets will
be measured shortly after the end of the relevant year.
Fugro does not disclose the actual targets as this is considered commercially sensitive information.
In exceptional circumstances the Supervisory Board will have the discretionary authority to make adjustments to the amount of the annual bonus.
If the Supervisory Board would during the year decide on a special reimbursement for one or more members of the Board of Management, this will,
in line with best practice provision II.2.12 of the Corporate Governance Code, be explained in the remuneration report.
Long-term incentive
The stock options for the Board of Management form part of a broad option scheme that is applicable to senior management throughout the group.
Options are granted on the basis of the contribution to the long term development of the company, among which the development of the long term
strategy, on the basis of measurable targets such as the (growth) targets in the strategic plan. Currently options are granted based upon a fixed
number approach. Starting from 2010 option grants will be based upon a fixed value approach. When determining the number of options to be granted,
the fair value at the moment of grant is calculated and each year the same value (e.g. as percentage of base salary) is granted. During the intermediate
phase the Supervisory Board will make a change with respect to the current grants. It is expected that this will result in a (stepwise) reduction in the
number of options granted to the members of the Board of Management under the stock option scheme. This reduction in the numbers of options that will be
granted will start as from the grants in 2008. Further details of the (amendments to the) stock option scheme can be found in the Remuneration Report 2007
which is available on Fugro's website.
Pension provisions and fringe benefits
The pension provisions with the members of the Board of Management are based upon a customary pension scheme and on an available premium system. The fringe
benefits are commensurate with the position held.
The remuneration policy for the members of the Board of Management is used as a guideline for senior management.
Leidschendam, 14 May 2008
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