29. 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 two risk/compliance members (the Compliance Officer and the Internal Audit Manager).

In 2019, the company was charged €884,000 (2018: €907,000) for the remuneration of the Management Board, consisting of €698,000 base salary (2018: €670,000) and €186,000 variable renumeration (2018: €237,000).

In addition, social security charges and pension contributions amounted to €75,000 in 2019 (2018: €69,000) for the Management Board.

The 2019 remuneration charges below include reservations for variable remuneration over 2019 to be awarded in 2020. The variable remuneration to be awarded will have a deferred component. Following the approval of the annual accounts for 2019, the Supervisory Committee will grant the target rewards for the Management Board for the year 2019.

 

Management Board

Other Identified Staff*

Charged to the company in 2019 (accrual basis)

  

Base salary charges

698,000

461,000

Variable remuneration charges 2019 (for future cash or shares)

186,000

80,000

Social security charges & pension contributions

75,000

96,000

Total charged to the company in 2019

959,000

637,000

*Other identified staff as employed by the Fund per 31 December 2019

  
   

#Phantom shares granted before 2018

3,780

568

#phantom shares granted in 2018

1,424

504

#phantom shares cashed in 2018

156

90

#phantom shares granted end of 2018

5,048

982

#phantom shares granted in 2019

1,186

510

#phantom shares cashed in 2019

131

218

#phantom shares granted end of 2019

6,103

1,274

#Phantom shares not locked up end of 2019

3,696

412

#Phantom shares locked up until May 2020

905

202

#Phantom shares locked up until May 2021

458

216

#Phantom shares locked up until May 2022

570

240

#Phantom shares locked up until May 2023

474

204

   

Phantom share value as per 31 December 2019

163.43

 

As per year end 2019, one phantom share represents a value of €163.43 (based on INREV NAV, excluding distribution to be paid for 2019).

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 Auditor and Compliance Officer have no bonus scheme. All other Identified Staff (Director Acquisitions and Director Operations) are entitled to 20% of base salary for ‘on target’ performance, with a maximum of 30%.

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 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 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 2018 these provisions have not been applicable.