33. Remunerations of members of the Management Board and the Supervisory Board

The Remuneration Policy

The Remuneration Policy for members of the Management Board is drawn up by the Supervisory Board and approved by the General Meeting.

The on-target bonus percentage is set at 80% of the base salary for the CEO and at 64% of the base salary for the other members of the Management Board. The maximum annual incentive achievable is 120% of the annual base salary for the CEO and 96% of the annual base salary for the other members of the Management Board. The actual bonus pay-out depends on certain challenging financial targets (gross profit, EBIT and cash flow). The total remuneration paid/payable to or on behalf of the members of the Management Board for the year ended 31 December 2014, amounted to approximately €2.3 million (2013: €2.5 million), of which 38% represented bonus payments (2013: 46%). In 2014, the bonus achievement was 101% of the on-target bonus percentage (2013: 131%).

In accordance with the Code, the remuneration of Supervisory Board members does not depend on the results of the company. The company does not grant either stock options or shares to its Supervisory Board members and the company does not provide loans to them.

Overview of salaries, performance-related bonuses and other emoluments of the Management Board

The remuneration of the Management Board members comprises of the direct remuneration paid or payable in relation to their employment in the year and other remuneration related expenses that comprise social security contributions and share-based awards. The expenses/ (gains) recognised for share-based awards are determined in accordance with IFRS 2 and do not represent the amounts paid or payable to Management Board members. The expenses for the direct remuneration and other remuneration-related expenses are presented below:

Direct remuneration

Excel

(in €)

Short-term benefits

Post-employment benefits

Total Direct remuneration

Salary

Bonus

Other emoluments

2014

Harold Goddijn

450,000

363,600

0

0

813,600

Marina Wyatt

400,000

258,560

53,716

78,087

790,363

Alain De Taeye

375,000

242,400

21,000

37,500

675,900

1,225,000

864,560

74,716

115,587

2,279,863

2013

Harold Goddijn

450,000

471,600

0

0

921,600

Marina Wyatt

400,000

335,360

17,811

40,000

793,171

Alain De Taeye

375,000

314,400

21,000

37,500

747,900

1,225,000

1,121,360

38,811

77,500

2,462,671

Other remuneration-related expenses

Excel

(in €)

Share-based expenses1

Other short-term
expenses2

Total including Other and Direct remuneration

2014

Harold Goddijn

236,486

8,381

1,058,467

Marina Wyatt

167,218

26,439

984,020

Alain De Taeye

164,765

8,381

849,046

568,469

43,201

2,891,533

2013

Harold Goddijn

–47,138

131,389

1,005,851

Marina Wyatt

–47,138

42,988

789,021

Alain De Taeye

–45,474

79,824

782,250

–139,750

254,201

2,577,122

  1. The gain in the share-based expenses in 2013 results from the forfeiture of the 2011 share options. Following this forfeiture the costs incurred in previous periods have been reversed.
  2. Other short-term expenses in 2013 include the expenses incurred in relation to the crisis levy imposed by the Dutch government amounting to €123 thousand for Mr Harold Goddijn, €14 thousand for Mrs Marina Wyatt and €72 thousand for Mr Alain De Taeye. Although these expenses do not represent actual benefits paid to the Management Board, they have been included as the expenses incurred are in relation to their employment.

The share-based awards scheme is set out in the Management Board Stock Option Plan 2009 as amended in the 2011 and 2014 General Meeting. In May 2014, each of the Management Board members were granted new stock options under this plan. The following tables summarise information about outstanding stock options of each member of the Management Board, as well as the movements during the year.

Excel

Board member

Year of grant

Outstanding
1 Jan 2014

Granted in 2014

Expired in 2014

Forfeited in 2014

Outstanding
31 Dec 20141

Exercise price (€)

Expiry date

Harold Goddijn

2009

181,500

181,500

5.71

16-06-16

2010

150,000

150,000

5.32

12-05-17

2012

175,000

–61,250

113,750

3.51

9-05-19

2013

155,000

155,000

3.53

8-05-20

2014

300,000

300,000

5.28

13-05-21

Marina Wyatt

2009

181,500

181,500

5.71

16-06-16

2010

150,000

150,000

5.32

12-05-17

2012

175,000

–61,250

113,750

3.51

9-05-19

2013

155,000

155,000

3.53

8-05-20

2014

160,000

160,000

5.28

13-05-21

Alain De Taeye

2009

181,500

181,500

5.71

16-06-16

2010

150,000

150,000

5.32

12-05-17

2012

175,000

–61,250

113,750

3.51

9-05-19

2013

155,000

155,000

3.36

8-05-20

2014

150,000

150,000

4.93

13-05-21

TOTAL

1,984,500

610,000

0

–183,750

2,410,750

  1. The options granted in 2013 are conditional upon fulfilment of certain (performance) vesting conditions hence they are not yet vested. The 2014 options have no performance conditions and will vest in 3 years after the grant date assuming the members of the Management Board are still in service of the company. As the vesting conditions for the options granted in 2012 were not fully met, part of those options were forfeited.

For a description of the stock option plans, reference is made to note 7. Share-based compensation.

Overview of remuneration of the members of the Supervisory Board
Excel

(€)

2014

2013

Peter Wakkie (Chairman)1

56,667

48,000

Karel Vuursteen2

20,333

61,000

Doug Dunn

47,000

47,000

Guy Demuynck

51,000

51,000

Rob van den Bergh²

15,667

47,000

Ben van der Veer

50,000

50,000

Toine van Laack3

47,000

31,333

Jacqueline Tammenoms Bakker4

32,000

0

Anita Elberse4

31,333

0

TOTAL

351,000

335,333

  1. Peter Wakkie was appointed Chairman as of 1 May 2014.
  2. Karel Vuursteen and Rob van den Bergh resigned on 1 May 2014.
  3. Toine van Laack serves as a member of the Supevisory Board from 23 April 2013.
  4. Jacqueline Tammenoms Bakker and Anita Elberse serve as members of the Supervisory Board from 1 May 2014.