32 Managing Board and other identified staff remuneration

With regard to remuneration Vesteda is in compliance with the Financial Supervision Act (WfT) regulation on remuneration of Identified Staff. The Managing Board together with the Management Team members are identified as Identified Staff, including four risk/compliance members (The Risk Officer, the HR Manager, the Compliance Officer and the Internal Auditor).

In 2016 the company was charged € 972,000 (2015: € 905,000) for the remuneration of the Managing Board.

In addition social security charges and pension contributions were € 70,000 (2015: € 112,000) for the Managing Board.

The 2016 remuneration charges below include reservations for variable remuneration over 2016 to be awarded in 2017. The variable remuneration to be rewarded will partly have a deferred component. After approval of the annual accounts 2016, the Supervisory Committee will grant the target rewards for the Managing Board for the year 2016.

 

Managing Board

Other Identified Staff**

Charged to the company in 2016 (accrual basis)

  

Base salary charges *

790,000

916,000

Variable remuneration charges 2016 (for future cash or shares)

121,000

178,000

Phantom share appreciation charges

61,000

39,000

Total variable remuneration charges (for future cash or shares)

182,000

217,000

   

Subtotal remuneration charged to the company

972,000

1,133,000

   

Social security charges & pension contributions

70,000

200,000

Total charged to the company in 2016

1,042,000

1,333,000

   

* Includes management fee interim CFO for the period 15.01/1.11.2016

  

** Other identified staff as per 31.12.2016

  
   

# phantom shares granted before 2015

-

544

# phantom shares granted in 2015

1,966

835

# phantom shares cashed in 2015

-

326

# phanton shares granted end of 2015

1,966

1,053

# phantom shares granted in 2016

1,140

982

# phantom shares cashed in 2016

-

241

# phantom shares granted end of 2016

3,106

1,794

# phantom shares not locked up end of 2016

1,200

349

# phantom shares locked up until May 2017

782

349

# phantom shares locked up until May 2018

-

218

# phantom shares locked up until May 2019

766

486

# phantom shares locked up until May 2020

358

392

As per year end 2016 one phantom share represents a value of € 111.44.

The variable bonus scheme for Identified Staff is designed in compliance with the WfT regulation.

In principle the bonus scheme for Identified Staff entitles the CEO to 26.6% of base salary for ‘on target’ performances, with a maximum of 40%. It entitles the CFO to 20% of base salary for ‘on target’ performances, with a 30% maximum. The Internal Auditor has no bonus scheme whereas the risk/compliance members are entitled to the performances with a maximum of 12% or 20% of base salary. All other Identified Staff are entitled to 20% of base salary for ‘on target’ performance, with a maximum of 30%. The composition of Other Identified staff has changed in 2016.

The bonus component is paid based on the achievement of preset qualitative and quantitative goals related to the strategic objectives in the business plan, which are set and evaluated by the remuneration committee of the supervisory board. For the risk/compliance members, a relatively larger portion of the variable remuneration is based on qualitative goals.

The bonus remuneration is divided into a direct and an indirect (deferred) component. Both the direct component and the deferred component are paid out half in so-called phantom shares and half in cash.

The direct component is paid immediately after the one-year performance period, and an indirect, deferred component is paid out or received after a period of 3 years. The direct phantom share component and the indirect component are subject to an appropriate retention policy which is aimed at balancing financial rewards with Vesteda’s long-term interests.

To achieve even a stronger commitment of the management with the strategy and the business of the Fund the Identified Staff is entitled to exchange the cash component for phantom shares.

The variable remuneration policy for Identified Staff also includes clawback provisions. Up and until 2016 these provisions have not been applicable.