Remuneration Report (continued)
Part II - The Executive Board actual remuneration for performance ending in, or at year-end, 2016
ad (1) - Base salary
Report of the
Report of the
Annual Report 2016
The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2016.
For disclosures in line with IFRS reporting requirements, which are 'accrual-based' over earning/performance periods and partly depend
on estimations/ assumptions, see note 33 'Related parties' on page 121. The Supervisory Board conducted a scenario analysis with respect
to possible outcomes of the variable remuneration disclosed in this section.
(1) Base salary
(3) No. of (4) Value of
shares shares vesting
vesting in EUR
(5) No. of
(6) Value of
vesting in EUR
(8) No. of
(9) Value of
These base salaries have been paid to the members of the Executive Board for 2016.
ad (2) - 2016 Short-term variable pay
The 2016 Short-term variable pay (STV) relates to the performance year 2016, and becomes payable in 2017. The STV pay for 2016 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%. The Supervisory Board determined the results against the pre-set targets on these measures as follows:
Organic Revenue Growth - at 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 2016 is equal to 200% of payout at target level for both members of the Executive Board. In line with policy,
25% of the STV payout is paid out in investment shares against the closing share price of 15 February 2017, the publication date of these financial
statements. In addition, the Executive Board members have had the opportunity to indicate before the end of the 2016 performance year whether
they wished to receive up to another 25% of their STV payout in additional investment shares; for 2016 the Executive Board members did not elect
to receive additional investment shares beyond the mandatory 25% share investment. The investment shares are restricted for sale for five calendar
years, after which they are matched 1:1 by matching shares. Revision and clawback provisions apply to this award, including the related matching
share entitlement. The table below provides an overview of the investment shares at year-end that were awarded as part of STV payouts in the
past, and that have remained 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.
STV payout for
No. of investment
Value of investment
shares as of the
award date in EUR
as of 31.12.2016 in
1 The number of investment shares awarded in relation to the STV payout for 2012 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.
2 The share price as of 31 December 2016 is EUR 71.26.