The supervisory board is responsible for the remuneration policy for the Executive Board of Directors and the Supervisory Board (the remuneration policy) and its implementation. The Selection and Remuneration committee advises the Board on this and prepares an annual remuneration report on the structure and application of the remuneration policy and the individual remuneration of the members of the Executive Board of Directors and the remuneration of the Supervisory Board in the past year. This report is submitted to the General Meeting of Shareholders for an advisory vote.
The aim of Bouwinvest’s remuneration policy for the Executive Board of Directors is to provide median level remuneration for the sector, so Bouwinvest can continue to attract, motivate and retain expert directors to ensure that Bouwinvest can safeguard the continuity of the company, realise the company’s long-term objectives and take Bouwinvest to the next level. The remuneration policy for the Executive Board of Directors is in line with the remuneration policy for Bouwinvest employees, which is based on a strategy, culture and organisation that recognises the interests of stakeholders in a broad sense, social impact and responsibilities. This is also based on Bouwinvest’s origins as an executive organisation for a pension fund. This means that the emphasis is on collaboration and connection within and outside the organisation and on achieving results in a socially acceptable and responsible manner. This requires a controlled remuneration policy in which the interests of clients are paramount for both the Executive Board of Directors and staff, and with a working method and remuneration in which team achievements outweigh individual interests.
The policy level for the remuneration of the members of the Executive Board of Directors is around the median level of a composite reference market, consisting of Dutch companies active in the asset management and real estate sectors. The total package of employment terms and conditions must fit within the median level of this composite reference market. At least once every four years, a market comparison is made of the remuneration levels of the individual members of the Executive Board of Directors to check whether the remuneration levels are in line with market practice.
The Supervisory Board periodically assesses the fixed remuneration of the members of the Executive Board of Directors on the basis of the following elements: knowledge, insight and experience of the individual members of the Executive Board of Directors; job evaluation; market comparison; indexation; social and market developments; progress made on the realisation of the targets in the business plan and the performance of the individual members of the board. Depending on the periodic assessment, the Supervisory Board, on the advice of the Selection and Remuneration Committee, assesses whether it is appropriate to index the salaries of the members of the Executive Board of Directors.
The Supervisory Board may, on a discretionary basis, deviate from the remuneration policy in (very) exceptional circumstances. The Supervisory Board did not deviate from the applicable remuneration policy in 2021.
Review and implementation of the remuneration policy in 2021
The remuneration policy was comprehensively reviewed and updated in 2021 and was adopted by the General Meeting on 21 April 2021 and entered into force. The remuneration policy was also prepared for the Supervisory Board and adopted by the general meeting. The remuneration policy was implemented in 2021.
On the basis of the revised remuneration policy, the remuneration of the members of the Executive Board of Directors now consists solely of fixed income and pension, and variable remuneration is no longer applicable. This step is in line with the social responsibility Bouwinvest takes and is also in line with the policies of other pension providers and asset managers and with the needs of society. The Supervisory Board decided to convert this variable remuneration into fixed remuneration with retroactive effect from 1 January 2021. Up until 1 January 2021, the variable remuneration for on target performance level was 20% of gross annual base salary. As Bouwinvest has performed above the benchmark in recent years, the variable remuneration of 20% has been fully converted into fixed remuneration. The employment contracts with the CEO and CFRO were brought into line with the new remuneration policy, where these still deviated.
Statutory Board of Directors
The Statutory Board of Directors comprises Dick van Hal, CEO and Rianne Vedder, CFRO. Bouwinvest has closed an open-ended employment contract with Mr. Van Hal. Ms. Vedder was appointed for a four year-period as of 15 November 2019 and has fixed period employment contract for that four-year period.
Statutory Board of Directors remuneration
The total fixed remuneration for the CEO for 2021 was € 433,077. The total fixed remuneration of the CFRO for 2021 amounted to € 293,318. The Supervisory Board decided to index this remuneration according to the Consumer Price Index CPI of 2.0% as of 1 July 2021, in line with the remuneration policy.
The Supervisory Board considered the performance of the members of the Statutory Board of Directors in 2021 and the progress in the realisation of the targets in the business plan as on target. As part of the periodic review of fixed remuneration, the Supervisory Board, on the advice of the Selection and Remuneration Committee, decided to grant a 3% salary increase for the CEO and the CFRO as of 1 January 2022.
Bouwinvest offers its employees a pension plan, which has been placed with the Personeelspensioenfonds APG (APG staff pension fund). The basic plan is an average pay scheme with accrual of fixed and variable components, a dependant’s scheme and an occupational disability pension. The basic scheme provides accrual over the pensionable income (income less franchise) with a mandatory maximum. Bouwinvest employees (including the members of the Executive Board of Directors) are compensated for any excess above this.
Other employment terms and conditions
Other employment terms and conditions include an appropriate fixed expenses allowance and a mobility allowance or lease car. Bouwinvest has taken out a Directors & Officers Liability Insurance in line with the market practices. The members of the Executive Board of Directors are not granted any shares and/or rights to shares, nor do they receive any loans.
Compensation for involuntary departure amounts to a maximum of one year's income. For the rest, only severance payments provided for in the Dutch Work and Security Act will be agreed upon.
Total remuneration Executive Board of Directors
Pension costs (regular contribution)
Pension costs (additional contribution)
D.J. van Hal
D.J. van Hal
(*1) The variable remuneration was paid in March 2021 and was related to the 2020 financial year. No variable remuneration will be paid to the Executive Board of Directors for 2021.
In 2021, Bouwinvest paid an amount of € 2.1 million in remuneration for the (statutory and titular) members of the Executive Board of Directors. € 1.0 million of this was related to the remuneration of the statutory directors (2020: € 0.9 million).
Remuneration Supervisory Board
The remuneration policy for the Supervisory Board aims to attract, motivate and retain expert supervisory directors, who supervise Bouwinvest to safeguard the continuity of the company and enable it to realise its long-term objectives.
The remuneration for the members of the Supervisory Board comprises a fixed annual remuneration. This remuneration is not dependent on Bouwinvest’s results. As of 1 January 2021, the remuneration was indexed by 1% in line with the CPI consumer price index.
Remuneration Supervisory Board
J.H.P.M. van Lange
Member, vice chairman as per June, 1, 2021
J.H.P.M. van Lange
Members of the Supervisory Board receive no variable remuneration and are not granted any shares and/or rights to shares, nor do they receive any loans. Nor do the members of the Supervisory Board receive any other compensation, such as travel expenses or compensation for participating in committees or attending meetings. The Chair of the Supervisory Board has the discretionary authority to reimburse exceptional expenses in whole or in part.