Remuneration Report continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Resignation of Mr. René Hooft Graafland as member of the Executive Board and CFO in 2015 and appointment of Mrs. Laurence Debroux as
member of the Executive Board and CFO after the 2015 AG M
As mentioned in last year's Remuneration Report, an agreement was reached on 3 November 2014 between Mr. René Hooft Graafland and the
Supervisory Board, on his resignation from the Executive Board following the 2015 AGM on 23 April 2015. and on the termination of his employment
contract as of 1 May 2015. In financial terms the agreement respects existing contractual obligations and includes that:
A severance payment of EUR2.000.000 is made in May 2015. in the absence of dismissal for urgent cause; this amount aligns with the capitalised value
of his fixed remuneration (i.e. base salary and Capital Creation payments) between his resignation date of 1 May 2015 and age 62 (i.e. two years and
five months), which has been the directional retirement age in the Company's pension plan design for Executive Board members at the time.
This resignation is considered a retirement under the LTV Plan Rules. Given existing agreements from 2005 for a specific group of senior managers
(including the current Executive Board members), as a result of a transition from an annual variable pay plan to the three-year long-term variable award
plan as disclosed above at the time, this implies that unvested LTV awards as of 1 May 2015 will continue to be subject to vesting at their regular vesting
dates, insofar and to the extent that predetermined performance conditions are met. Shares that may vest under these plans will be subject to a
holding period of two years in accordance with the LTV Plan Rules, to arrive at a five-year holding restriction after the date of the conditional
performance grant.
At the same AGM the Supervisory Board nominated Mrs. Laurence Debroux for appointment to the Executive Board, to hold the position of CFO.
The AGM supported the appointment.
2015 Short-term variable pay
The STV pay for 2015 was subject to four performance measures: Organic Revenue Growth. Organic Net Profit beia Growth. Free Operating Cash Flow
and individual leadership measures, all with a weight of 25 per cent. The Supervisory Board determined the results against the pre-set targets on these
measures as follows:
Organic Revenue Growth - between target and maximum performance
Organic Net Profit beia Growth - at maximum performance
Free Operating Cash Flow-at maximum performance
Individual leadership measures - at maximum performance
The resulting STV payout for 2015 isegual to 182 per cent of payout at target level for all three participants. In line with policy, between 25 per cent and
50 per cent of the STV pay. at the participant's discretion, is paid out in investment shares, i.e. 50 per cent by all three participants, against the closing share
price of 10 February 2016. the publication date of these financial statements. Revision and clawback provision apply to this award, including the related
matching share entitlement. The table below provides an overview, for the incumbent Executive Board members at year-end, of the investment shares at
year-end that were awarded as part of STV payouts in the past, but that remain blocked and await 1:1 matching by the Company, provided the conditions
thereto are met. Only when the holding period of the investment shares has been completed, will the matching share entitlements be converted into
shares and transferred to the recipient.
Value of Value of
investment investment
STV
payout for
of STV
payout invested
in shares
Award date
No. of
investment
shares awarded1
shares as of the
award date in
EUR
End of blocking
period
shares as of
31.12.2015 in
EUR2
Van Boxmeer
2015
50%
10.02.2016
t.b.d.
1,465,100
31.12.2020
n.a.
2014
25%
11.02.2015
10,427
692,249
31.12.2019
821,335
2013
50%
12.02.2014
11,910
563,462
31.12.2018
938,151
2012
50%
13.02.2013
12,391
680,638
31.12.2017
976,039
2011
50%
15.02.2012
23,272
882,009
31.12.2016
1,833,135
Debroux
2015
50%
10.02.2016
t.b.d.
416,325
31.12.2020
n.a.
1 The number of investment shares awarded in relation to the STV payout for 2011 and beyond is determined by dividing the part of the STV payout that is invested
in shares by the closing share price of the date of publication of the financial statements for that year.
2The share price as of 31 December 2015 is EUR78.77.
57 Helneken N.V. Annual Report 2015
