Members of the Remuneration Committee
The Remuneration Committee consists of two members, with Mr. Van Woudenberg acting as chairman. Mr. Kramer acted as a member of the Remuneration Committee until 12 May 2015, with the Supervisory Board having appointed Mr. Niggebrugge as his successor with effect from that same date.
The Remuneration Committee regularly avails itself of the services of an independent remuneration advisor selected by the Supervisory Board, having ascertained that this remuneration adviser does not provide advice to the members of the Board of Management.
Duties and responsibilities of the Remuneration Committee
The Remuneration Committee performs the following duties:
Submitting proposals to the Supervisory Board concerning the remuneration policy to be pursued for the members of the Board of Management. The policy is submitted to the General Meeting of Shareholders for approval.
Investigating whether the agreed remuneration policy is still up to date and if necessary proposing policy amendments.
Submitting proposals to the Supervisory Board concerning the remuneration of individual members of the Board of Management (in accordance with the remuneration policy adopted by the General Meeting of Shareholders).
Preparing the remuneration report on the remuneration policy pursued, subject to adoption by the Supervisory Board.
Activities during 2015
The Remuneration Committee met three times during 2015, with both members attending all meetings. The Committee also held regular consultations outside these meetings. Further details of the activities of the Remuneration Committee can be found in the Remuneration Report 2015 (www.boskalis.com).
Reports and findings of the meetings of the Remuneration Committee were presented to the entire Supervisory Board.
Remuneration policy for the Board of Management
The remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is consistent with the strategy and core values of Boskalis, which are centered on long-term orientation and continuity, and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. Throughout 2015 the remuneration policy was executed in accordance with the remuneration policy as adopted by the Extraordinary General Meeting of Shareholders. The full text of the remuneration policy can be found on the company’s website.
As is customary on a periodical basis, the Remuneration Committee instructed an external remuneration advisor to conduct a remuneration survey to establish whether the levels of remuneration for the members of the Board of Management are sufficiently competitive compared to the representative labour market. In that context a revision has been made to the labour market reference group due to changes in the status of some of the included companies.
The remuneration survey has made a comparison between the current remuneration of the members of the Board of Management and the remuneration within this labour market reference group. The conclusion is that the members of the Board of Management receive an appropriate fixed annual base salary.
The overall direct remuneration package of the members of the Board of Management is however below the median for the labour market reference group. This is caused by a lower short-term variable element and especially a lower long-term variable element.
Despite the fact that the remuneration policy has identified deviations in both variable remuneration elements, the Remuneration Committee has proposed to the Supervisory Board not to adjust the current remuneration policy taking into account the fast-changing market dynamics. In 2017 the current policy shall again be evaluated in light of the then prevailing developments and circumstances. The Supervisory Board has adopted these proposals.
Remuneration policy for the supervisory Board
The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders on 10 May 2012. During the year under review the remuneration policy was executed in accordance with the remuneration policy as adopted. The Remuneration Report 2015 can be found on the website.