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28. Management Board and other identified staff remuneration

With regard to remuneration, Vesteda is in compliance with the Dutch Financial Supervision Act (FSA) provision on the remuneration of Identified Staff. The Management Board together with the Management Team members are considered Identified Staff, as well as the Compliance Officer and the Internal Audit Manager. Amounts in this paragraph are in €.

The Management Board and the Supervisory Committee (see also Note 29) remuneration complies with article 2:383 of the Dutch Civil Code.

In 2021, the company was charged €961,000 (2020: €956,000) for the remuneration of the Management Board, consisting of €710,000 base salary (2020: €708,000) and €170,000 variable renumeration (2020: €170,000).

In addition, social security charges and pension contributions amounted to €81,000 in 2021 (2020: €78,000) for the Management Board.

In 2021 the Supervisory Committee determined the individual variable bonus for 2020 of the Management Board and the Management Team.

The 2021 remuneration charges below include reservations for variable remuneration over 2021 to be awarded in 2022. The variable remuneration to be awarded will have a deferred component. Following the approval of the annual accounts for 2021, the Supervisory Committee will grant the target rewards for the Management Board for the year 2021.

 

Management Board

Other Identified Staff*

Charged to the company in 2021 (accrual basis)

  

Base salary charges

710,000

572,000

Variable remuneration charges 2021 (for future cash or shares)

170,000

76,000

Social security charges & pension contributions

81,000

126,000

Total charged to the company in 2021

961,000

774,000

   

*Other identified staff as per 31-12-2021

  
   

#Phantom shares granted before 2020

6,103

1,274

#phantom shares granted in 2020

0

381

#phantom shares cashed in 2020

0

173

#phantom shares granted end of 2020

6,103

1,482

#phantom shares granted in 2021

730

266

#phantom shares cashed in 2021

176

234

#phantom shares granted end of 2021

6,657

1,514

#Phantom shares not locked up end of 2021

5,421

882

#Phantom shares locked up until May 2022

470

120

#Phantom shares locked up until May 2023

474

204

#Phantom shares locked up until May 2024

0

180

#Phantom shares locked up until May 2025

292

128

   

Phantom share value as per 31.12.2021

206.97

 

As per year end 2021, one phantom share represents a value of €206.97 (based on INREV NAV, excluding distribution to be paid for 2021).

The variable bonus scheme for Identified Staff was designed in compliance with the relevant provisions of the Dutch Financial Supervision Act (FSA).

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 Audit Manager and Compliance Officer have no bonus scheme. All other Identified Staff (Chief Investment Officer (CIO) and Chief Operating Officer (COO)) are entitled to 20% of base salary for ‘on target’ performance, with a maximum of 30%. The Director Human Resources is entitled to 12% of base salary for ‘on target’ performance.

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 Committee. The bonus remuneration is divided into a 60% direct and a 40% 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 three years. The direct phantom share component and the indirect phantom share component are subject to an appropriate retention policy which is aimed at balancing financial rewards with the company’s long-term interests.

To achieve an even stronger commitment on the part of the management to the strategy and the business of the Fund, Identified Staff are entitled to exchange the cash component for phantom shares.

The variable remuneration policy for Identified Staff also includes clawback provisions. Up and until 2021 these provisions have not been applicable.