Remuneration Policy for Board Members: Fixed, Variable and Long-term Components, Study notes of Business

Download Remuneration Policy for Board Members: Fixed, Variable and Long-term Components and more Study notes Business in PDF only on Docsity! 1/5 Brunel International N.V. Remuneration Policy This remuneration policy applies to the Company's members of the board of directors (the "Managing Directors") and the members of the Supervisory Board (the "Supervisory Directors"). Remuneration philosophy This policy has been designed to attract, motivate and retain qualified and expert executives to Brunel International N.V. (the "Company"), an internationally operating company, which is listed on the stock exchange and specializes in the supply of flexible knowledge and capacity. In in order to support and promote the growth and sustainable success of the Company and its business. The amount, level and structure of remuneration offered under this policy should also contribute to the Company's strategy, long-term interests and sustainability by (i) driving strong business performance, promoting accountability and incentivizing the achievement of short and long-term performance targets with the objective of furthering long-term value creation in a manner consistent with the Company's identity, mission and values, (ii) assuring that the interests of the Managing Directors and the Supervisory Directors are closely aligned to those of the Company, its business and its stakeholders, and (iii) ensuring overall market competitiveness of the remuneration packages, while providing the Company's Supervisory Board and its remuneration committee (the "Committee") sufficient flexibility to tailor the Company's remuneration practices on a case-by-case basis, depending on the market conditions from time to time. In determining the amount, level and structure of remuneration packages under this policy, the Supervisory Board and the Committee shall consider, among other matters, (i) the employment conditions of the employees of the Company and its subsidiaries, including their remuneration and the development of relevant internal pay ratios, compared to those of the Managing Directors and the Supervisory Directors, in order to strive for a balanced and fair remuneration practice while observing the objectives outlined above, (ii) scenario analyses carried out in advance of the variable remuneration components and the consequences they could have on the level of remuneration, (iii) the financial and non- financial indicators relevant to the long-term objectives and strategy of the Company, (iv) risks for the Company's business which may result from variable remuneration, (v) relevant market information (such as industry standards and peer group data), (vi) pre-existing arrangements with the Managing Directors and Supervisory Directors, (vii) the respective positions which the Managing Directors and Supervisory Directors serve within the Company's organisation and (viii) if applicable, any remuneration payable by the Company or any of its subsidiaries to the Managing Directors and Supervisory Directors in any other capacity. 2/5 Determination of remuneration packages The amount, level and structure of remuneration packages for the Managing Directors shall be determined by the Supervisory Board at the recommendation of the Committee in accordance with this policy. The amount, level and structure of remuneration packages for the Supervisory Directors shall be determined by the General Meeting of Shareholders in accordance with this policy at the proposal of the Supervisory Board, which proposal shall be based on a recommendation of the Committee. The Committee shall prepare its recommendations as described above in accordance with this policy, including the remuneration philosophy described above, and any such recommendation shall cover the remuneration structure, the amount of the fixed and variable remuneration components, the performance criteria used, the scenario analyses that have been carried out and the relevant internal pay ratio(s). Before making a recommendation relating to the remuneration package of a Managing Director, the Committee shall take note of the views of such director with regard to the amount, level and structure of his or her remuneration. Composition of remuneration packages of Managing Directors The remuneration packages of the Managing Directors, following the adoption of the remuneration policy, contain the components described below. With respect to variable remuneration, the mix of short-term and long-term variable remuneration components comprised in a remuneration package for a Managing Director should support both long-term value creation and the achievement of short-term Company objectives, including by (i) contributing to corporate social responsibility, (ii) rewarding the achievement of strategic milestones for the Company and its business, (iii) providing award opportunities in consideration for substantial contributions to the success of the Company and its business, and/or (iv) promoting and incentivizing continued service within the Company's organisation. The aggregate annual variable remuneration for a managing Director, assuming the achievement of all applicable targets, objectives and conditions underlying such variable remuneration, for the Chief Executive Officer shall not exceed 125% of the fixed gross annual remuneration of the Chief Executive Officer. For the other Managing Directors the aggregate annual variable remuneration shall not exceed 100% of their respective fixed gross annual remuneration. Fixed component The fixed pay supports the recruitment and retention of Managing Directors of the caliber required to implement our strategy. It reflects the individual’s skills, experience, performance and the role within the Company. The fixed component is assessed periodically against a group of comparable enterprises. The selection of the comparative group and the collating of the required information might be carried out by an external advisor. The fixed component is payable in cash on a monthly basis and may be subject to indexation.