Elements of the management services agreement of Mr R.P. van Wingerden - 2019

Personal details

Name R.P. (Rob) van Wingerden
Date of birth 21 July 1961
Nationality Dutch
Date employment commenced 1988
Appointment to the Executive Board 7 May 2008
Appointment as Chairman of the Executive Board (CEO) 1 October 2014

The remuneration of Mr Van Wingerden will be determined in accordance with the remuneration policy adopted by the general meeting.

Fixed remuneration

As of 1 January 2019, the fixed remuneration of Mr Van Wingerden is €700,000.- gross per year.

Variable remuneration

Mr Van Wingerden’s variable remuneration consists of a short-term incentive plan and a long-term incentive plan.

The short-term incentive depends on the realisation of predetermined measurable objectives. 70 per cent of the short-term incentive is based on financial objectives and 30 per cent is linked to non-financial objectives which are relevant for the Group’s (long-term) success. Payout gradually increases with performance, starting with a payment of 35 per cent of the fixed annual remuneration at threshold performance, 55 per cent at target performance and potentially going up to 75 per cent when performance is excellent. Below threshold there will be zero payout.

To further strengthen the relationship with the interests of the shareholders, a long-term incentive plan applies to Mr Van Wingerden. Each year, performance shares are conditionally awarded. The award value is 70 per cent of Mr Van Wingerden’s fixed annual remuneration. Performance is based on two financial objectives, being relative total shareholder return (TSR) and return on capital employed (ROCE) and one non-financial objective, being sustainability. After the three year performance period, the Supervisory Board will assess the extent to which the performance objectives have been achieved. This results in a vesting percentage for each of the three performance objectives, each determining one third of the vesting of the conditionally awarded performance shares. For excellent performance, the number of performance shares that vests may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to 50 per cent (on a sliding scale) for threshold performance and to zero below that.In accordance with the Dutch corporate governance code, the vesting date is followed by a two year lock-up period. Mr Van Wingerden may not dispose of shares until the two year lock-up period has expired and the minimum requirement for the shareholding, being 100 per cent of the fixed annual remuneration, has been met. For more information, please see BAM’s annual report.

Pension

Mr Van Wingerden participates in BAM’s pension schemes. Pension accrual is based on the fixed annual remuneration.

Miscellaneous

  • A company car will be provided, the cost of which is charged to the company.
  • As for all the other employees, the company offers a package of fringe benefits to the members of the Executive Board. This package includes such matters as healthcare and disability insurance, personal accident insurance and reimbursement of necessary business-related expenses.
  • The company does not provide any share option schemes.
  • The management services agreement does not include a change of control clause.

Duration and termination

Both the appointment as Chairman of the Executive Board and the management services agreement apply for four years up to the annual general meeting in 2020.

Each party may terminate the management services agreement early, per the end of a calendar month taking into account the notice period (three months for Mr Van Wingerden and six months for the company).

If the company terminates the management services agreement before the end of the current appointment period of four years other than for an urgent reason or if Mr Van Wingerden is not reappointed as a member of the Executive Board after this period, Mr Van Wingerden is entitled to a payment of maximum one time the fixed annual remuneration.