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Attendance and remuneration of the non-executive Directors
Attendance at
Board meetings
Attendance at
Nomination,
Remuneration
and Corporate
Governance
Committee meetings
Attendance
at Audit
Committee
meetings
Total remuneration
(in EUR)
Number of shares
held at 31.12.2015
André Bergen
8/8
4/4
3/5
100,000
(fixed remuneration)
0
Christophe Demain
4/8
-/-
-/-
30,000
0
Xavier de Walque
8/8
-/-
5/5
56,000
0
Chevalier Vincent Doumier
8/8
-/-
5/5
49,750
257
Robert Franssen
(end of term on 13.05.2015)
2/4
-/-
-/-
15,000
350
Gaëtan Hannecart
6/8
4/4
-/-
50,300
0
Inès Reinmann-Toper
7/8
-/-
5/5
47,250
0
Alain Schockert
6/8
-/-
-/-
35,000
0
Kathleen Van den Eynde
(start of term on 13.05.2015)
4/4
-/-
-/-
21,666
0
Baudouin Velge
8/8
4/4
-/-
49,050
0
Remuneration and Corporate Governance Committee. In principle, “tar-
get” variable remuneration is 50% of the fixed annual remuneration, but
can be higher without ever exceeding 75%. The variable remuneration
is only paid once the budget has been attained up to at least 80%.
The verification of the degree of achievement of the financial criteria
is done on the basis of accounting and financial data analysed by
the Audit Committee. The Nomination, Remuneration and Corporate
Governance Committee calculates what the variable remuneration
could be on the basis of the degree of achievement of the goals. This
calculation only serves as a guide for the definitive setting of the vari-
able remuneration. Indeed, this will also take into account the specific
situation of the company and of the market in general. The Nomination,
Remuneration and Corporate Governance Committee then draws
up a variable remuneration proposal and submits it to the Board of
Directors, which in turn assesses the work of the Executive Committee,
and definitively determines the amount of the variable remuneration to
be granted.
There are no provisions concerning the recovery right of variable
remunerations paid based on inexact financial data other than civil law
provisions, being the application of the principle of undue payment.
For financial year 2015, the performance assessment criteria were:
•
net current result per share (25%);
•
debt management (20%);
•
operational management of large projects (15%);
•
office portfolio occupancy rate (10%);
•
cost/income ratio (10%);
•
other (20%).
Remuneration of the Executive
Directors
The remuneration package of the members of the Executive
Committee comprises the following elements:
•
fixed remuneration;
•
variable compensation, including variable remuneration in cash, and
the bonus share plan;
•
the stock options plan;
•
the savings and provident scheme, the pension promises and 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 covers their services
as members of the Board of Directors and their attendance at the
various committee meetings. Mr. Jean-Edouard Carbonnelle, Mr. Xavier
Denis, Mr. Jérôme Descamps and Mrs. Françoise Roels attend meetings
of the Audit Committee, and Françoise Roels attends meetings of the
Nomination, Remuneration and Corporate Governance Committee,
although they are not members of those committees.
Variable remuneration
The variable remuneration is intended to remunerate the collective and
individual contribution of the members of the Executive Committee.
Its amount is determined on the basis of the actual achievement of
financial and quality objectives set and assessed annually by the
Board of Directors on the proposal of the Nomination, Remuneration
and Corporate Governance Committee. These objectives are set
according to criteria, weighted depending upon their importance,
approved by the Board of Directors on the proposal of the Nomination,
124
Corporate governance statement /
REMUNERATION REPORT