 Remuneration board of management and supervisory board
Remuneration of the Board of Management
The Remuneration and Appointment Committee of the Supervisory Board (‘the Committee’) makes proposals for the remuneration of the members of the Board of Management of the Company and evaluates the full remuneration structure periodically. The Committee is mandated by, and reports its conclusions and recommendations to the full Supervisory Board. The remuneration report is included here.
in thousands of Euro |
|
Base salary |
|
Pension |
|
2005 |
2004 |
2005 |
2004 |
|
|
|
|
|
C.K.Z. Miles |
601 |
582 |
72 |
69 |
A.J. Preisig |
357 |
353 |
26 |
25 |
P. Salle |
425 |
412 |
- |
- |
P. Valks |
325 |
285 |
168 |
961) |
F. Vervoort |
330 |
320 |
82 |
1331) |
B. Wilkinson |
342 |
316 |
34 |
32 |
|
2,380 |
2,268 |
382 |
355 | 1) In previous years, the amounts reported as pension were the premiums paid where as of this year the amounts expensed are included. In 2004, pension premiums paid for
Mr Valks and Mr Vervoort were €38,000 and €37,000, respectively. Annual cash bonus
The cash bonuses set out in the table below are based on the achievement of the budgeted operating income of the Group or the companies for which the relevant member of the Board is responsible. 
in thousands of Euro |
|
Bonus |
|
2005 |
2004 |
|
|
|
C.K.Z. Miles |
571 |
|
A.J. Preisig |
352 |
|
P. Salle |
281 |
130 |
P. Valks |
285 |
|
F. Vervoort |
320 |
|
B. Wilkinson |
128 |
|
|
1,937 |
130 | Cash bonuses paid in any year relate to performance in the previous year. Mr Salle also received a cash payment of €148,639 (2004: €245,643) relating to the performance share plan of a Group subsidiary.
Options granted to members of the Board of Management
|
Vested
as of
01-01-2005 |
Unvested
as of
01-01-2005 |
Vested
during
2005 |
Exercised
during
2005 |
Vested
as of
31-12-2005 |
Unvested
as of
31-12-2005 |
Exercise
price in € |
Expiry
date |
|
|
|
|
|
|
|
|
|
C.K.Z. Miles |
22,897 |
|
|
|
22,897 |
|
9.10 |
31-01-2010 |
| |
|
40,000 |
|
|
|
40,000 |
14.30 |
01-03-2011 |
| |
|
3,298 |
|
|
|
3,298 |
13.45 |
12-02-2011 |
F. Vervoort |
4,859 |
|
|
-4,859 |
|
|
10.75 |
16-03-2005 |
| |
|
10,500 |
|
|
|
10,500 |
14.30 |
01-03-2011 |
| |
|
28,000 |
12,627 |
|
12,627 |
15,373 |
13.54 |
07-02-2012 |
A.J. Preisig |
38,799 1) |
|
|
|
38,799 |
|
9.10 |
31-01-2010 |
| |
|
12,500 |
1,153 |
|
1,153 |
11,347 |
14.30 |
01-03-2011 |
| |
|
34,000 |
14,414 |
|
14,414 |
19,586 |
13.54 |
07-02-2012 |
P. Valks |
9,648 |
|
|
-9,648 |
|
|
13.45 |
16-03-2005 |
| |
|
10,000 |
4,182 |
|
4,182 |
5,818 |
14.30 |
01-03-2011 |
| |
|
10,000 |
5,532 |
|
5,532 |
4,468 |
13.54 |
07-02-2012 |
P. Salle |
6,912 |
|
|
|
6,912 |
|
10.75 |
16-03-2010 |
| |
|
116,870 |
|
|
|
116,870 |
4.79 |
13-02-2013 |
| |
|
123,331 |
|
|
|
123,331 |
13.45 |
12-02-2011 |
B. Wilkinson |
75,000 |
|
|
|
75,000 |
|
9.10 |
31-01-2010 |
| |
|
15,000 |
14,406 |
|
14,406 |
594 |
13.54 |
07-02-2012 |
| |
|
3,298 |
|
|
|
3,298 |
13.45 |
12-02-2011 |
Total |
158,115 |
406,797 |
52,314 |
-14,507 |
195,922 |
354,483 |
|
| 1) The number of options at 1 January 2005 increased by 8,029 due to a recalculation of the achievement of performance targets in 2004.
Rights to receive BDRs granted to members of the Board of Management
|
As of
01-01-2005 |
Granted
during 2005 |
Vested
during 2005 |
Forfeited
during 2005 |
As of
31-12-2005 |
Expiry
date |
|
|
|
|
|
|
|
C.K.Z. Miles |
10,000 |
|
|
|
10,000 |
23-02-2006 |
| |
102,467 |
|
|
|
102,467 |
Early 2007 |
| |
|
102,731 |
|
|
102,731 |
Early 2008 |
F. Vervoort |
3,500 |
|
|
|
3,500 |
23-02-2006 |
| |
4,000 |
|
|
|
4,000 |
Early 2007 |
| |
52,331 |
|
|
|
52,331 |
Early 2007 |
| |
45,000 |
|
|
|
45,000 |
Early 2008 |
| |
|
51,802 |
|
|
51,802 |
Early 2008 |
A.J. Preisig |
4,000 |
|
|
|
4,000 |
23-02-2006 |
| |
15,000 |
|
|
|
15,000 |
Early 2007 |
| |
56,805 |
|
|
|
56,805 |
Early 2007 |
| |
54,000 |
|
|
|
54,000 |
Early 2008 |
| |
|
55,575 |
|
|
55,575 |
Early 2008 |
P. Valks |
3,500 |
|
|
|
3,500 |
23-02-2006 |
| |
3,500 |
|
|
|
3,500 |
Early 2007 |
| |
46,607 |
|
|
|
46,607 |
Early 2007 |
| |
43,500 |
|
|
|
43,500 |
Early 2008 |
| |
|
51,017 |
|
|
51,017 |
Early 2008 |
P. Salle |
|
66,714 |
|
|
66,714 |
Early 2008 |
B. Wilkinson |
7,500 |
|
-7,203 |
-297 |
|
Early 2007 |
| |
49,029 |
|
|
|
49,029 |
Early 2007 |
| |
51,500 |
|
|
|
51,500 |
Early 2008 |
| |
|
53,156 |
|
|
53,156 |
Early 2008 |
Total |
552,239 |
380,995 |
-7,203 |
-297 |
925,734 |
|
Share issuance agreements
|
Date of
purchase |
Number of
ordinary shares |
Purchase
price |
Loan
amount |
|
|
|
|
|
2002 plan |
8-2-2002 |
45,800 |
€13.54 |
€620,132 |
2003 plan |
13-2-2003 |
104,000 |
€4.79 |
€498,160 |
Total C.K.Z. Miles |
|
149,800 |
|
€1,118,292 |
Number of (depositary receipts of) ordinary Vedior shares held by members of the Board of Management
Board of Management |
|
Number of (depositary receipts of) ordinary shares |
|
2005 |
2004 |
|
|
|
C.K.Z. Miles |
150,563 |
150,563 |
F. Vervoort |
214 |
210 |
B. Wilkinson |
4,479 |
- |
Total Board of Management |
155,256 |
150,773 |
Remuneration of the Supervisory Board
in Euro, unless otherwise stated |
Base
compensation |
Committee compensation |
Payment
of expenses |
Other
payments |
|
|
|
|
|
W.C.J. Angenent – Chairman |
45,110 |
4,044 |
3,772 |
- |
R.J. Laan – Vice Chairman |
32,500 |
2,333 |
3,090 |
- |
P. Kaminsky |
32,500 |
1,667 |
3,090 |
USD 30,000 |
D. Sinninghe Damsté |
32,500 |
3,333 |
3,090 |
- | In addition to her remuneration as a member of the Supervisory Board, Ms Kaminsky receives a fixed annual remuneration of USD 30,000 relating to consulting activities undertaken for Vedior subsidiaries in the United States. The members of the Supervisory Board do not receive any performance or equity related compensation and do not accrue pension rights with Vedior N.V.
Number of (depositary receipts of) ordinary Vedior shares held by members of the Supervisory Board
Supervisory Board |
|
Number of (depositary receipts of) ordinary shares |
|
2005 |
2004 |
|
|
|
W.C.J. Angenent |
22,608 |
22,197 |
P. Kaminsky |
1,018 |
1,000 |
Total Supervisory Board |
23,626 |
23,197 |
|