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ATTENDANCE AND REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
Attendance
at Board meeting
Attendance at
Nomination,
Remuneration and
Corporate Governance
Committee meetings
Attendance
at Audit
Committee
meetings
Total
remuneration
(in €)
Number
of shares held at
31.12.2013
André Bergen
9/10
3/3
2/4
100,000
(fixed remuneration)
0
Xavier de Walque
10/10
-/-
4/4
58,216
0
Chevalier Vincent Doumier
10/10
-/-
4/4
54,050
221
Robert Franssen
7/10
-/-
-/-
37,500
0
Gaëtan Hannecart
6/10
3/3
-/-
50,300
0
Inès Reinmann
1
6/6
-/-
2/2
33,900
0
Alain Schockert
10/10
-/-
-/-
45,000
0
Gilbert van Marcke de Lummen
2
4/4
-/-
2/2
24,941
0
Baudouin Velge
10/10
3/3
-/-
54,050
0
REMUNERATION OF THE EXECUTIVE DIRECTORS
The remuneration package of the members of the Executive Committee
comprises the following elements:
•
a fixed remuneration;
•
a variable remuneration, comprising:
•
a short-term variable remuneration in cash;
•
a phantom stock unit plan;
•
a stock option plan;
•
a savings and provident scheme and pension promises;
•
other benefits.
Fixed remuneration
The fixed remuneration of the members of the Executive Committee is
determined according to their individual duties and skills. It is allocated
independently of any result, and is not indexed. It encompasses their per-
formances as members of the Board of Directors and their attendance at
the meetings of the different Committees.
1
Term of office started on 08.05.2013.
2
Term of office ended on 08.05.2013.
policy for the variable remuneration concerning the financial year 2013 by
introducing a free share plan which will be submitted for approval to the
Ordinary General Meeting of 14.05.2014 (see below). The remuneration pol-
icy is in line with the provisions of the Law of 06.04.2010.
The remuneration of the members of the Executive Committee is deter-
mined by the Board of Directors on the basis of recommendations of
the Nomination, Remuneration and Corporate Governance Committee.
This Committee annually analyses the remuneration policy applicable to
members of the Executive Committee and checks whether it needs to be
changed in order to attract, retain and motivate them, within reasonable
boundaries given the size of the company. The overall remuneration level
as well as the breakdown of its various components and their terms and
conditions are analysed. This analysis is accompanied by a comparison
with the remuneration policies applicable to the members of the Executive
Committee of other listed and unlisted real estate companies, as well as to
other non real estate companies of similar size.
Other Board members’ experience in this field was also taken into consid-
eration. In 2013, the Nomination, Remuneration and Corporate Governance
Committee carried out a summary comparison concerning the overall
level of remuneration. It results from this analysis that the remuneration of
the members of the Executive Committee is in line with market practices.
The Nomination, Remuneration and Corporate Governance Committee also
sees that the target setting procedure determining variable remuneration
is in line with the company’s risk appetite. The Nomination, Remuneration
and Corporate Governance Committee submits the result of its analysis
and any reasoned recommendations to the Board of Directors for it to take
a decision.
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
The remuneration of the Non-Executive Directors is determined by the
General Meeting on the proposal of the Board of Directors and according
to the recommendation of the Nomination, Remuneration and Corporate
Governance Committee. In accordance with the decision of the General
Meeting of 28.04.2006, the remuneration for 2013 is:
•
on the one hand, a basic remuneration of €20,000 for membership of
the Board of Directors, €6,250 for membership of a Committee and
€12,500 for chairing a Committee;
•
and, on the other hand, Directors’ attendance fees of €2,500 per
session for participating at the meetings of the Board of Directors,
and €700 per session for participating at the meetings of the
Committees of the Board;
•
the remuneration of the Chairman of the Board is set at €100,000 per
year for all his responsibilities, both in the Board of Directors and in
the Committees of the Board.
The Non-Executive Directors do not receive a remuneration tied to per-
formances. Mr. Gaëtan Hannecart having assisted at less than 65% of
the meetings of the Board of Directors in 2013, he was deemed to have
resigned in application of the Corporate Governace Chart. After having
explained the reasons of his absences, Mr. Hannecart declared being
available and ready to finish his mandate which ends on 11.05.2016.
Management Report
/ Corporate Governance Statement
86
/