Remuneration: A policy that aims
to attract and retain
qualified directors

This remuneration report sets out the remuneration policy for the Schiphol Group Management Board and Supervisory Board.

Management Board remuneration

The members of the Management Board of Royal Schiphol Group N.V. are appointed by the Supervisory Board for a term of four years. They are eligible for reappointment for a further four-year term. Mr Benschop and Ms Van der Meijs have a fixed-term employment contract with Royal Schiphol Group N.V. Ms Otto and Mr Van den Berg are employed by Royal Schiphol Group N.V. on the basis of an open-ended employment contract.

In 2018, the Management Board was composed of the following persons:

Position

Term

Term ends on

Jos Nijhuis

CEO

Third

30 April 20181

Dick Benschop

CEO

First

1 May 2022

Birgit Otto

COO

Second

31 August 2022

André van den Berg

CCO

First

31 March 2020

Jabine van der Meijs

CFO

First

30 April 2021

  • The employment contract ended on 30 June 2018.

General

Schiphol's remuneration policy primarily aims to offer remuneration at a level and with a structure that will attract and retain qualified and capable directors (including those from within the organisation). The remuneration policy is also intended to promote the achievement of Schiphol's objectives, as adopted each year by the Supervisory Board, based in part on the approved budget. In addition to the financial objectives, the strategic and public objectives of Schiphol as a major international airport (The Management Agenda) consist of key performance indicators.

The remuneration policy meets the best-practice provisions on remuneration defined in the Dutch Corporate Governance Code. Since the majority of the shares in Royal Schiphol Group N.V. are held by the State of the Netherlands, Schiphol's remuneration policy falls within the scope of the amended 2013 State Participations Policy ('Nota Deelnemingenbeleid') , including the April 2016 remuneration policy principles as applied by the Ministry of Finance in the revised remuneration policy for state participations. The state participations policy and the remuneration policy principles apply strict standards, for instance, with regard to variable remuneration. For example, the maximum variable remuneration may not exceed 20% of the annual salary.

In principle, with effect from 2017, employment contracts - with the exception of internal appointments - are awarded for a definite period of time. In the event that the employment contract is terminated prior to the expiry date, Schiphol pays a maximum of one year's salary as a severance payment, unless the board member resigns voluntarily or the termination is the result of his or her actions. If a board member does not work during the notice period, any salary paid during this period will be deducted from the severance payment to be made. Any transitional allowance will be deemed to have been included in the severance payment.

On 20 October 2017, Mr Nijhuis, whose third term of appointment initially ran from 1 January 2017 to 31 December 2018, announced his intention to step down voluntarily in the first quarter of 2018. At the request of the Supervisory Board, Mr Nijhuis remained in his post until 1 July 2018 in order to ensure a diligent handover of duties. Mr Nijhuis' employment agreement ended as per this date. No termination fee has been agreed with Mr Nijhuis. The Supervisory Board asked Mr Nijhuis to retain his international board positions on behalf of Schipol Group until 1 April 2019. In return for these services, Mr Nijhuis receives a market-based remuneration, which is in line with the Schiphol Group remuneration policy.

Remuneration package structure

A summary of the employment arrangements and the amounts constituting the total remuneration of each Management Board member in 2018 are provided below.

Fixed salary

Based on the current remuneration policy, the CEO's fixed salary amounts to 431,731 euros in total. This amount includes a 2.5% indexation implemented as of 1 April 2018 (this increase is in conformity with the collective labour agreement as of that date). With regard to the other Management Board members, the maximum fixed salary is 85% of the CEO's. This salary, in 2018, was as follows:

Position

Fixed salary (EUR)

Jos Nijhuis 1

CEO

210,601

Dick Benschop2

CEO

287,821

Birgit Otto

COO

364,734

André van den Berg

CCO

364,734

Jabine van der Meijs

CFO

364,734

  • Pro rata until 1 July 2018.
  • Pro rata from 1 May 2018.

Variable remuneration

General

There is also a variable component in the remuneration structure. The variable remuneration is intended to increase the commitment of Management Board members to Schiphol's performance and to reward outstanding performance. The variable remuneration has a further goal of striking a balance between sustainable financial and public performance.

According to the remuneration policy, the maximum variable remuneration amounts to 20% of the total fixed income. The Supervisory Board determines the level of the variable remuneration, which depends on the extent to which the annually defined targets have been achieved. Those objectives are both qualitative/substantive in nature and related to the financial results achieved (quantitative).

1. Qualitative

The qualitative objectives, which are determined on an annual basis, apply in full to the Management Board. This illustrates the importance the Supervisory Board attaches to joint responsibility. No individual targets have been set.

The targets are derived from the Management Agenda as approved by the Supervisory Board. The targets formulated in the Management Agenda contribute to:

  • The progress and achievement of Schiphol's long-term strategic objectives.
  • The public significance of Schiphol for the Netherlands.

The targets as included in the Management Agenda comprise the team-related qualitative objectives for the variable remuneration for the Management Board as a whole.

The targets jointly represent 14% of the maximum level of variable remuneration to be earned of 20% (of the total fixed salary). The extent to which the qualitative objectives are deemed to have been achieved and the way in which they are assessed is at the discretion of the Supervisory Board.

2. Quantitative

The remaining 6% of the maximum variable remuneration available depends on the financial results. The degree to which the after-tax return on equity (ROE) approximates or exceeds the agreed target determines the level of the variable remuneration for this component.1

ROE achievement percentage

STI percentage

Less than 80%

0%

80% - 90%

2%

90% - 95%

3%

95% - 105%

4%

105% - 110%

5%

110% or more

6%

The targets set by the Supervisory Board are assessed at the end of the first quarter in light of transport figures and special developments, and adjusted where necessary. The Supervisory Board takes these measures in order to ensure that its budgetary and other objectives remain as challenging and realistic as possible. These objectives were not adjusted in 2018.

In summary, the Supervisory Board sets the annual variable remuneration to be earned based on the following:

  1. Qualitative team targets (including overall performance) related to the Management Agenda.
  2. The return on equity in accordance with the budget approved by the Supervisory Board for that year.

The resulting figures are as follows:

Target

STI percentage

Quantitative - Financial

6%

Qualitative - Personal/Team

14%

Total

20%

Clawback

The variable remuneration is subject to a clawback clause and the possibility of the Supervisory Board adjusting variable pay retrospectively in certain cases.

Pension arrangements

Schiphol Group's pension plan, which is an average earnings scheme, is administered by Algemeen Burgerlijk Pensioenfonds (ABP). The premium, which the ABP calculates each year, consists of an employer's share and an employee's share. The pension base used to calculate the premium is made up of fixed-pay elements only. The variable portion of the income did not count towards the pension base for Management Board members in 2018. This is a departure from the arrangements for other Schiphol Nederland B.V. staff.

Effective 1 January 2015, no pension is accrued for tax purposes for the portion of the pensionable income in excess of 105,075 euros2. In conformity with general practice in the Netherlands, Schiphol has decided to compensate the employees concerned (including the Management Board members) for this reduced pension accrual.

Other benefits

The fringe benefits consist of appropriate expense allowances, a lease car (including the possible use of a driver) and allowances for telephone costs. The company has also taken out personal accident insurance and directors' and officers' liability insurance on behalf of the Management Board members. No loans, advances or guarantees have been or will be granted to members of the Management Board. Acceptance of ancillary positions requires the explicit approval of the Supervisory Board.

Remuneration ratios

The median gross total remuneration, including the variable remuneration and pension costs, for all Schiphol employees (excluding the CEO) amounted to 79,476 euros in 2018 (2017: 76,514 euros), based on the assumption that all employees work 40 hours a week. The actual median is lower.

This amount compared with the actual salary earned by Messrs Benschop and Nijhuis in 20183, totalling 584,205 euros (2017: 552,048 euros), equates to a remuneration ratio of 1:7.4 (2017: 1:7.2).

Retiring and new Board members

Mr Nijhuis stepped down from the Board in 2018 and was succeeded by Mr Benschop, who joined the Management Board as of 1 May 2018.

Management Board Remuneration for 2018

The Supervisory Board reviewed the performance of the company in 2018 against the agreed Management Agenda. Of the qualitative targets around three quarters have been met. The operational performance, the digital programme and sustainability initiatives contribute to that result. The execution of capital investments requires continued attention. This leads to a score of 11% on the qualitative targets (out of a maximum of 14%). The financial performance in 2018 led to a return on equity (ROE) of 7.0% and adjusted for fair value gains and losses on investment property an ROE of 5.4%. This gives a score of 5% of the quantitative targets (out of a maximum of 6%). The total variable remuneration therefore amounts to 16% (2017: 15%).

The total remuneration received by Management Board members in 2018 is specified in the remuneration section of the annual accounts.

2019 Management Agenda.

The 2019 Management Agenda is simplified and the Supervisory Board has agreed on the Top 8 strategic performance indicators and 17 'major deliverables' .

Supervisory Board Remuneration

General

A 2.5% indexation of the remuneration for Supervisory Board members has been implemented as of 1 April 2018. On the same date, the committees' remuneration was indexed accordingly. The remuneration of the Chair of the Supervisory Board amounts to 38,429 euros per annum, with effect from 1 April 2018 (2017: 37,492 euros). The ordinary members' remuneration is 25,268 euros per annum (2017: 24,652 euros). All members of the Supervisory Board also receive an annual expense allowance of 1,643 euros, which has not been indexed. Members of a Supervisory Board committee are entitled to an additional fee. Each member of the Audit Committee receives 6,317 euros per annum, with effect from 1 April 2018 (2017: 6,163 euros), and each member of one of the other committees is entitled to 5,264 euros per annum (2017: 5,136 euros).

The actual remuneration for Supervisory Board members in 2018 was as follows:

Remuneration component

Amount (EUR)

Chair remuneration

38,195

Ordinary members' remuneration

25,114

Audit Committee remuneration

6,279

Other committees' remuneration

5,232

Remuneration of the Supervisory Board for 2018

Information on the remuneration of the Supervisory Board for 2018 can be found under 'Related parties' in the notes to the consolidated financial statements.

Schiphol, 14 February 2019

  • From 2019 the targets in table below (ROE percentage and STI percentage) will be more stretched and more linear.
  • The maximum amount for tax purposes applicable in 2018.
  • Taking account of the overlap between the employment terms of Messrs Nijhuis and Benschop.
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