Remuneration report

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Annual remuneration of executive and non-executive directors

The starting point of the compensation and benefits policy for (executive and non-executive) management is the attraction and retention of qualified managers with the required background and experience in terms of the various elements of corporate policy. To achieve this starting point, the compensation and benefits policy is market competitive and takes into account the company’s size and complexity using reference data where possible.

Non-executive directors and executive directors in their capacity as directors receive only a fixed remuneration as compensation for their membership of the board of directors and their attendance at the board meetings and the meetings of the committees of which they are members.

The level of directors’ remuneration is determined taking into account their role as a normal director, their specific roles as chairman of the board, chair or member of a committee, as well as the resulting responsibilities and time demands.

The chairman of the board of directors and the managing director were granted a fixed remuneration of EUR 100,000. The vice-chairman of the board receives a fixed remuneration of EUR 50,000. Each other board member receives a fixed remuneration of EUR 10,000, plus a fee per board meeting of EUR 2,500; members of board committees (the audit committee and the appointments and remuneration committee) receive an additional fee per meeting of EUR 2,500, the chairman of the audit committee an additional EUR 5,000 fee per meeting of this committee. No remuneration is granted for board meetings by telephone.

The executive chairman of the board of directors is granted separate remuneration of EUR 187,121.52 as a member of the executive management committee and by extension of executive management. As compensation for PR activities and participations as a representative of Roularta Media Group to boards of directors and events, executive director Alauda NV is granted a fixed annual remuneration of EUR 50,000.

The directors (executive and non-executive) receive no performance-related remuneration such as bonuses, long-term incentive programmes, benefits in kind or pension plans. Nor are options or warrants allotted to non-executive directors. There are no contributions to pensions or similar benefits for directors.

The directors’ remuneration policy will not be changed in the two coming financial years. However, from 2019 the position of vice-chairman is no longer foreseen for the board of directors. The remuneration corresponding to this position will be cancelled as from the general meeting of 2019.

Directors’ remuneration 2018

    Fixed

Attendance fees

Rik De Nolf
Chairman of the board of directors
Executive € 100,000.00
Xavier Bouckaert
permanent representative of Comm.VA Koinon - Managing Director
Executive € 100,000.00
Marc Verhamme
permanent representative of SPRL Mandatum – Vice-Chairman of the board of directors – member audit committee (until 14/05/2018 included) – Chairman appointments and remuneration committee
Non-executive & independent € 50,000.00
Carel Bikkers
permanent representative of BV Carolus 
Panifex Holding (until 30/09/2018 included) and as from then on in his own name - Chairman Audit Committee 
- Member appointments and remuneration committee  
Non-executive & independent

€ 10,000.00

€ 37,500.00
Joris Claeys (until 17/08/2018 included)
permanent representative of NV Cennini Holding
Non-executive

€ 7,500.00

€ 7,500.00
Lieve Claeys Non-executive € 10,000.00 € 12,500.00
Coralie Claeys
permanent representative of NV Verana
Non-executive € 10,000.00 € 12,500.00
Francis De Nolf 
permanent representative of NV Alauda
Executive € 10,000.00 € 12,500.00
Koen Dejonckheere 
permanent representative of NV Invest at Value - member audit committee as from 15/05/2018
Non-executive & independent € 10,000.00 € 12,500.00