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Annual Statements

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Price winner 2012 in the category non-listed

Home Annual Statements Financial Statements 2012 Notes to the consolidated financial statements Related parties Management Board

Management Board

The disclosure of the remuneration of members of the Management Board required by Section 2:383c of the Netherlands Civil Code is as follows.

(in euros)

2012

2011

Jos A. Nijhuis

384,711

383,243

Maarten M. de Groof

300,512

299,365

Els A. de Groot

243,750

-

Ad P.J.M. Rutten

300,512

299,365

Pieter M. Verboom

175,299

299,365

Total

1,404,784

1,281,338

Based on the assessment by the Supervisory Board of the extent to which the targets were achieved, the following short-term incentive (STI) has been charged to the result for 2012 in respect of the STI scheme for 2012. The STI was set at 30.0% of the fixed salary for the CEO, at 28.3% for Mr de Groof and Mr Rutten and at 16.2% for Ms de Groot. The scheme for the new CFO, Ms de Groot, is different from the current scheme and anticipates the future remuneration policy.

(in euros)

2012

2011

Jos A. Nijhuis

115,413

162,869

Maarten M. de Groof

85,145

119,896

Els A. de Groot

39,382

-

Ad P.J.M. Rutten

85,145

119,896

Pieter M. Verboom

61,355

119,896

Total

386,440

522,557

Schiphol Group is not a listed company and cannot therefore award shares or share options. Nevertheless, the Supervisory Board believes it is important to reflect the achievement of long-term objectives in the remuneration of the members of the Management Board and so there is a long-term incentive (LTI) scheme with a three-year horizon. The LTI is a conditional component of annual remuneration with an on-target level of 35% of the fixed salary. The final award of this remuneration depends on the cumulative economic profit (EP) realised over periods of three successive years, based on the EP targets set in the medium-term business plan approved by the Supervisory Board. If the company performs exceptionally well (if the agreed performance targets are exceeded by more than 10%), the LTI may be up to 52.5% of the fixed salary. Here too the scheme for the new CFO, Ms de Groot, anticipates the future remuneration policy. Her LTI award for on-target performance is 17.38% of her fixed income with a maximum of 27.04% if the target is exceeded by 20% or more. The time horizon has been extended to four years. This means that the grant is based on a consolidated series of four successive EP results and any grant will not be confirmed for four years.

At the end of each year, an estimate is made of the amount of the LTI payable on conclusion of the three-year period. During the reference period, a proportionate part is charged each year to the result for the relevant year. Payment is only made if the Management Board member is still employed by the company at the end of the three or four-year period. If it is agreed that the contract of employment should be terminated, the award is made pro rata. It is also possible to calculate and pay out future variable remuneration in advance in such cases.

The performance contracts with each member of the Management Board include a claw-back clause (provision II.2.11 of the Netherlands Corporate Governance Code) and permit the Supervisory Board to make retroactive adjustments in certain circumstances (provision II.2.10 of the Code).

In respect of the LTI, the Supervisory Board’s assessment of the economic profit has led to a provision for employee remuneration as at 31 December 2011 as follows:

  • the full LTI for 2010 (reference period 2010 to 2012), including a swing factor of 1.5;
  • two-thirds of the LTI for 2011 (reference period 2011 to 2013), including a swing factor of 1.0; and
  • one-third of the LTI for 2012 (reference period 2012 to 2014), including a swing factor of 1.0.

Consequently, the following costs were chargeable to the financial year:

(in euros)

2012

2011

Jos A. Nijhuis

198,644

197,704

Maarten M. de Groof

155,169

154,432

Els A. de Groot

-

-

Ad P.J.M. Rutten

155,169

154,432

Pieter M. Verboom

165,236

154,432

Total

674,218

661,000

The 2009 LTI was paid in 2012. As it had been provided for, the payment did not lead to a charge on the 2012 result. In 2013, payment will be made out of the provisions formed for the 2010 LTI, relating to the economic profit over the three-year period 2010 to 2012.

As Mr Verboom did not complete the 2010-2012, 2011-2013 and 2012-2014 LTI tranches or the 2012 STI period, a proportionate part of these on-target incentives was paid in 2012. The gross amount of this settlement was €330,000. Mr Verboom will remain associated with Schiphol until 31 December 2014 as an advisor mainly for the activities in Brisbane and the United States. He will receive a fee of EUR 100,000 for this.