REMUNERATION REPORT This report describes the imple- For a full description of the members is directly aimed at strategic mentation of our Remuneration Remuneration Policy for both the Board priorities that will contribute to building of Management and the Supervisory sustainable long-term value creation, with Policy in 2020 for members Board, please visit our website. targets for the return for shareholders and of the Board of Management and the return on invested capital. Following The remuneration for the financial year the separation of Specialty Chemicals, Supervisory Board. 2020, as described in this report, is a one-off long-term incentive to reward subject to an advisory vote at the 2021 bringing value creation at a higher level AGM. Questions raised in the 2020 has been added for the performance We have a clear strategic focus to be - AGM regarding remuneration items were period 2018-2020. come the reference in paints and coatings addressed in the respective meeting, with strong global brands, leading market resulting in 94% votes in favor of the Prior to agreeing on incentives, the positions and a balanced geographic 2019 Remuneration report. Remuneration Committee conducted exposure across all regions. Our strategy scenario analyses of the possible is aimed at long-term value creation. financial outcomes of meeting different 1. REMUNERATION FOR THE performance levels, and how they To realize our strategy and create BOARD OF MANAGEMENT may affect the structure and value the long-term value we aim for, it’s of the Board of Management’s total essential that we can attract and retain The Policy is designed to enable the remuneration. high caliber members to our Board of Board of Management to achieve the Management and Supervisory Board. company’s objectives, while balancing In 2020, the labor market peer group, as This is reflected in the remuneration the perspectives of shareholders and referred to in the Policy, consisted of the policies for each of these boards. other key stakeholders. The focus on following companies: performance is achieved by including The Remuneration Policy for the Board both short- and long-term incentives, to • Ahold Delhaize • RELX Group of Management (the “Policy”) was first ensure that the Board of Management • Air Liquide • RPM adopted by shareholders at the Annual reaches the annual expected level of • ASML International General Meeting (AGM) in 2005. It has performance, while bearing in mind the • DSM • Sherwin-Williams undergone several amendments since sustainability of the company. • Ferro Corporation • Signify then – most recently in 2018 – and was • Henkel • Sika adopted by shareholders at the Annual The remuneration principles that • KPN • The Linde Group General Meeting (AGM) in 2020 (with apply for the Board of Management • LafargeHolcim • Vopak 92% of votes in favor). Details about its are aligned with those applied more • PPG Industries • Wolters Kluwer implementation in 2020 can be found broadly in the company. This provides a • Randstad below in chapter 1. shared sense of purpose and direction at different management levels and One table on page 79 specifies the The Remuneration Policy for the a shared reward when success is elements of the Remuneration Policy, Supervisory Board was adopted by achieved. describing purpose, design and the shareholders at the 2014 AGM, with link to our company strategy, as well as some limited changes being approved at When implementing the Policy, the their (potential) value. The other table the AGM in 2020 (with 99% of votes in Remuneration Committee consults with on page 79 gives an overview of the favor). Details about the implementation external remuneration professionals to remuneration of the members of the of the current policy in 2020 are in obtain appropriate benchmark data, Board of Management who were in chapter 2. and on other matters where it requires office in 2020. Although we temporarily independent advice. suspended our financial ambition as a The execution of remuneration for result of COVID-19, no changes were both the Board of Management and Variable remuneration provides an incen- made to the incentive plans of the Board Supervisory Board has been fully tive to realize long-term value creation. of Management. compliant with the applicable policies. For the short term, the Supervisory Board The revised European directive on the sets operational targets over a one-year Base salary encouragement of long-term shareholder period that are crucial to the company The Remuneration Committee reviewed engagement (SRD II), and its codification and are pre-conditions to value creation. the salaries of members of the Board in Dutch law, have been considered in The biggest portion of the remuneration of Management during the year, the disclosure presented in this report. packages of Board of Management considering market data, inflation data 78 Leadership and governance | AkzoNobel Report 2020 REMUNERATION REPORT This report describes the imple- For a full description of the members is directly aimed at strategic The elements of the Remuneration Policy strategy Remuneration Policy for both the Board priorities that will contribute to building The goal of our Remuneration Policy for the Board of Management is to offer an on-target total remuneration package mentation of our Remuneration around the median of the labor market peer group. of Management and the Supervisory sustainable long-term value creation, with Policy in 2020 for members Board, please visit our website. targets for the return for shareholders and Purpose Strategy Value the return on invested capital. Following Total direct compensation Base salary and variable income. Variable income concerns the performance-related Value of each respective item is of the Board of Management and Is the basis for benchmark efforts, i.e. the reference to short-term incentive (STI) and the long-term incentive plan (LTI). In addition, Board of specified in more detail below. The remuneration for the financial year the separation of Specialty Chemicals, the labor market peer group. Management members are entitled to certain benefits. Supervisory Board. 2020, as described in this report, is a one-off long-term incentive to reward Base salary Aims to provide a fair and competitive basis for the total pay level to attract high Base salaries at AkzoNobel target subject to an advisory vote at the 2021 bringing value creation at a higher level Basic pay for the job. caliber leaders. Annual review based on the market movement in the Netherlands the median of the labor market and peer companies. In-depth benchmark at least every three years. peer group. AGM. Questions raised in the 2020 has been added for the performance Short-term incentive (STI) The Supervisory Board sets operational targets for the respective performance year On-target performance: 100% of We have a clear strategic focus to be - AGM regarding remuneration items were period 2018-2020. Incentive aligning short-term business objectives and and determines the extent to which they have been achieved. By ensuring that annual base salary for the CEO come the reference in paints and coatings addressed in the respective meeting, business drivers toward long-term value creation. long-term value creation is properly reflected in stretched yet achievable targets, the and 65% for the CFO. Maximum Driving pay for performance. realization of strategic business objectives is addressed. In total, 70% of the at-target opportunity capped at 150% with strong global brands, leading market resulting in 94% votes in favor of the Prior to agreeing on incentives, the STI is linked to financial objectives and 30% is related to personal objectives. of on-target. Threshold: No STI positions and a balanced geographic 2019 Remuneration report. Remuneration Committee conducted pay-out below threshold level. exposure across all regions. Our strategy scenario analyses of the possible Long-term incentive (LTI) Performance shares are awarded every year, to be converted into shares upon The grant equals 150% of base Encourage long-term, sustainable economic and realization of predefined targets, observing a three-year vesting period. An additional salary. Maximum vesting oppor- is aimed at long-term value creation. financial outcomes of meeting different shareholder value creation – both absolute and relative two-year holding period after vesting applies. Performance targets are based on tunity is 150% of the number of 1. REMUNERATION FOR THE performance levels, and how they to competitors – and to align Board of Management company strategy, driving long-term value creation. All LTI targets are linked to performance shares vested. interests with those of shareholders, as well as ensuring financial goals. Performance is measured over three financial years, starting with the To realize our strategy and create BOARD OF MANAGEMENT may affect the structure and value retention of the members of the Board of Management. year of grant. the long-term value we aim for, it’s of the Board of Management’s total Shareholding requirement Members of the Board of Management are expected to build up a shareholding The minimum shareholding essential that we can attract and retain The Policy is designed to enable the remuneration. Aligning reward to the interests of stakeholders, and in the company; the minimum shareholding requirement must be accrued in five requirement is 300% of annual high caliber members to our Board of Board of Management to achieve the emphasizing confidence in performance and strategy. years. Considered are shares privately purchased and vested shares granted under base salary for the CEO and AkzoNobel share-based compensation plans. 150% for the CFO. Management and Supervisory Board. company’s objectives, while balancing In 2020, the labor market peer group, as Pension and other benefits A company-paid contribution to allow participation in a private pension plan, as Pension contributions aligned This is reflected in the remuneration the perspectives of shareholders and referred to in the Policy, consisted of the Post-retirement remuneration and other benefits, applicable to Netherlands-based employees.