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Remuneration Report REMUNERATION REPORT The first part of this report outlines the current remuneration ■ Performance related conditional shares and performance policy as adopted by the Annual General Meeting (AGM) on related conditional options as part of the long-term 6 May 2014. The second part contains details of the incentive instead of unconditional options. remuneration in 2014 of the members of the Board of Management and of the Supervisory Board. More The remuneration policy is also applicable to members of the information on remuneration and on share and option Executive Committee who are not a member of the Board of ownership of members of the Board of Management is Management. available in note 5.63 of the financial statements in this annual report. This remuneration report is also available on The revised remuneration policy was adopted by the AGM Fugro’s website. on 6 May 2014 and took effect retroactively as from 1 January 2014. This report has been prepared by the remuneration committee of the Supervisory Board. The main function of Labour market reference group this committee is to prepare the decision-making of the In preparing the revised remuneration policy, the Supervisory Board regarding the remuneration policy for the remuneration committee used external benchmark Board of Management and the application of this policy to information to assess market comparability of the the remuneration of the individual members of the Board of remuneration. The labour market reference group consists of Management. The remuneration policy will be reviewed every 14 Dutch listed companies of comparable scope with highly three years to verify its market conformity. international / global business activities. These are: Aalberts Industries, Aperam, Arcadis, ASM International, Boskalis, The current members of the remuneration committee are Brunel, Imtech, Nutreco, SBM Offshore, Ten Cate, TKH Mr. Harrie Noy and Mr. Antonio Campo. Mr. Noy acts as Group, TNT Express, Vopak, and Wolters Kluwer. In addition, chairman ad interim of the committee. He took over the an international reference group is used to assess market chairmanship from Mr. Gert-Jan Kramer who stepped down competitiveness within the sector. as member of the Supervisory Board and chairman of the remuneration committee on 31 October 2014. The intention Analyses is that the committee will again consist of three members as In the design of the remuneration policy and in determining soon as possible. the remuneration of the members of the Board of Management, the Supervisory Board has taken into account In 2014, the committee met four times, mostly in the possible outcomes of the variable remuneration elements presence of the CEO and the global HR director. and how they may affect the remuneration of the members of the Board of Management. The level and structure of the remuneration are designed by taking into account these REMUNERATION POLICY scenario analyses, internal pay differentials and the (non-) The main objective of Fugro’s remuneration policy is to financial performance indicators relevant to the long-term attract, motivate and retain qualified management that is objectives of the company, as included in the strategic needed for a global company of the size and complexity of agenda. The remuneration structure and elements do not Fugro. The members of the Board of Management are encourage risk taking that is not in line with the risk profile of rewarded accordingly. Variable remuneration is an important the company. part of the total package. The remuneration policy aims at compensation in line with the median of the labour market Share ownership guidelines reference group. The Supervisory Board encourages the Board of Management to hold shares in Fugro to emphasise their In 2013 and at the beginning of 2014 the remuneration confidence in Fugro and its strategy. As of 2014 minimum committee has reviewed the remuneration policy with the share ownership guidelines are applicable. For the CEO this assistance of an external consultant. This resulted in an amounts to 250% of fixed base salary and for the other adjusted remuneration policy that was aligned with the members of the Board of Management this amounts to revised strategy as presented by Fugro in September 2013. 125% of fixed base salary. The build-up period equals 5 The main changes compared to the previous policy were: years. ■ Adjustment of base salary and pension contribution to market practice. ■ Fine tuning of criteria for short-term incentive (annual bonus) to financial targets of revised strategy. FUGRO N.V. ANNUAL REPORT 2014 87 REMUNERATION REPORT Claw-back/ultimum remedium/change-of-control As of January 2014 new legislation has entered into force regarding the revision and claw-back of bonuses and profit- sharing arrangements of board members of Dutch listed companies. Part of this new legislation was already covered in comparable rules of the Dutch corporate governance code and consequently already included in the employment/ management services agreements of the members of the Board of Management. The Supervisory Board has the possibility and discretionary authority (i) to adjust the value upwards or downwards of a variable remuneration component if it would produce an unreasonable and unfair result, and (ii) to recover (claw back) any variable CPT testing of land reclamation in Hong Kong. remuneration awarded on the basis of incorrect financial or other data. In addition, it is enacted that in case of a change- of-control event a related increase in value of securities that base salary, with 67% being applicable when targets are have been granted to a member of the Board of achieved. Management as part of his remuneration, will be deducted from the remuneration to be paid to the board member at the Targets are set yearly by the Supervisory Board, based on time of selling these securities or when his board the budget and taking into account the strategy aspirations. membership ends. Financial targets determine 75% of the bonus, non-financial or personal targets determine the remaining 25%. For each of the financial targets, a performance zone is set, with no REMUNERATION DESIGN bonus below the threshold level and the maximum bonus The remuneration of the Board of Management consists of when performance exceeds the upper end of the the following four elements: performance zone. There will be no overshoot possibility for ■ Fixed base salary. personal targets. The maximum multiplier for financial targets ■ Short-term incentive (STI), consisting of an annual cash is therefore 1.67. All targets are excluding the impact of the bonus opportunity. multi-client library results as the multi-client business is not ■ Long-term incentive (LTI), consisting of conditional part of Fugro’s strategic plan. The Supervisory Board performance shares and conditional performance ensures that the targets are challenging, realistic and options. consistent with Fugro’s strategy. ■ Pension and other benefits. The measures used and their relative weight are as follows: The conditional shares and options are performance related and vest after three years, depending on the achievement of predetermined criteria, which are focused on long term value Financial Targets: Earnings Per Share (EPS) 35% creation. EBIT margin 20% Working capital 20% The principles of the remuneration policy are cascaded to Non-financial (personal) targets 25% the next senior management level. The non-financial targets give the possibility to include health Fixed base salary and safety, corporate social responsibility, personal Fixed base salaries of the members of the Board of development goals, etc. as targets into the bonus programme. Management are set in line with the median of the labour market reference group. This resulted in 2014 in increases in Long-term incentive (performance shares and base salaries of two board members, which increases were options) offset by decreases in the pension contribution, in line with To strengthen the alignment with shareholder’s interests, the market practice, such that fixed base salary plus short-term long-term incentive plan includes the annual grant (for the incentive (annual bonus) on-target plus pension contribution first time per 31 December 2014) of conditional performance were more or less in line with the situation before 2014. See shares and conditional performance options. Vesting is for more details the table on page 90. subject to continuous employment and performance testing after three years. Short-term incentive (annual bonus) Each member of the Board of Management is eligible for an annual bonus. The bonus may vary from 0% to 100% of fixed 88 FUGRO N.V. ANNUAL REPORT 2014 REMUNERATION REPORT The number of conditionally granted shares/ options is set Total Shareholder Return (TSR), is defined as the share price for a period of three years. This was done for the first time increase, including reinvested dividends. TSR is measured per 31 December 2014, based on the average share price of over a three year period based on a three month average the Fugro shares in the last quarter of 2014. The principle period before grant and before vesting date. The relative being that the expected value equals 100% of the fixed base position within the peer group determines the award level. salary of the members of the Board of Management. The ratio The composition of the peer group is evaluated on a yearly of the number of shares versus options at grant is 1 to 2. basis, among others, in light of corporate events, but initially comprises of: Amec, Baker Hughes, Boskalis, Core The number of shares/ options that vest after three years is Laboratories, Fluor Corp., John Wood Group, Oceaneering dependent on the achievement of certain targets. The Int., Schlumberger, Subsea 7, Technip and Transocean. maximum number of shares and options that can vest equals 175% of the conditionally granted number of shares Total Shareholder Return ranking Vesting and options (only in the case that maximum performance is (weight: 50%) (% of conditional award) achieved on all criteria).
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