The remuneration policy has been determined by the shareholder and is effective as of 2011. Currently the remuneration policy is under review; finalisation is expected early 2017. The most important elements of the current remuneration policy are described below.
Employment market reference group
Remuneration for the directors of TenneT has been set using a benchmark, a comparison with organisations competing in the same business and employment markets as TenneT. These organisations include:
- international Transmission System Operators (TSOs);
- infrastructure operators;
- installation specialists/engineering firms;
- construction companies;
- financial institutions.
The companies in the benchmark group are divided into three sub-groups, (semi) public (50%), private (25%) and international TSOs (25%). The remuneration norm for TenneT directors has been determined on the basis of the level of the (weighted) median of the subgroups and the specific responsibilities of the position concerned.
As part of its analysis, the shareholder tests the remuneration norm for TenneT directors against a group of reference companies relevant to TenneT, comprising 75% (semi) public and 25% private companies.
The benchmarking method as applied by TenneT results in a ‘norm’ level of remuneration for TenneT directors that exceeds the maximum desired by the shareholder of EUR 367,000 (as at 1 January 2016).
On the appointment of a new statutory director, the Supervisory Board shall, at the request of the shareholder, limit the sum of fixed and variable remuneration to a maximum of EUR 367,000 (as at 1 January 2016). To achieve a balanced remuneration within both the Executive Board and the next level of senior management, the maximum fixed and variable remuneration of the Vice-chair shall be between the remuneration of the CEO and the remuneration of the CFO and COO.
If, in the opinion of the Supervisory Board, the maximum remuneration as required by shareholder leads to unacceptable risks to the organisation because the available candidates do not have the right profile or necessary experience, the Supervisory Board shall consult the shareholder.
The Supervisory Board decides on the annual increase in the base salary. If the total remuneration of a statutory director has reached its maximum, further increases will be limited to the structural increments as agreed upon in the 'NWb' Collective Labour Agreement for grid companies which is applicable to all Dutch TenneT employees.
To encourage the achievement of the company’s objectives, part of the directors’ remuneration is linked to certain challenging targets. These are set in advance by the Supervisory Board and include those of a public or societal nature.
Performance targets fall into four categories: Security of Supply and Safety, Strategy, Operations and Finance. The comparative weighting of these performance categories varies from one year to the next, and differs according to the individual director’s portfolio. Each category includes certain public or societal objectives, the attainment of which will account for no less than 20% of the total performance-related salary. If, within a reasonable period after determining the variable remuneration, it is established that the award needs to be adjusted as a result of factors unknown when the award was made, the Supervisory Board shall decide whether and the extent to which the award of the variable remuneration needs to be revised.
From 2016 onward the annual variable remuneration of the company’s statutory directors will be limited to 20% of fixed annual salary. To make this principle applicable for the current board members, whose variable remuneration is 25% resp. 35% of fixed annual salary, the supervisory board decided to convert – for the remainder of the relevant employment contract - the part of the variable remuneration above 20% at a rate of 60% as agreed with the shareholder. This converted part has been included in the fixed remuneration.
Service agreement and compensation for early termination
Directors are appointed as statutory directors for a period of four years. The total set of agreed employment terms and conditions is recorded in a service agreement for an undefined period. If the contract is terminated within that period, compensation (‘severance pay’) will generally be limited to the equivalent of one year’s fixed salary. If such compensation is considered unreasonable in the first term of appointment, up to two years’ fixed salary may be paid at the discretion of the Supervisory Board, following consultation with the shareholder.
Other allowances and secondary benefits
The total remuneration package for directors includes an appropriate and fiscally acceptable allowance for necessary expenses, the use of a lease car (of a type comparable to those provided to directors of similar organisations) including possible private use, accident and directors’ and officers’ liability insurance, and thirty days' paid leave per annum.
Secondary benefits also include a nominal contribution towards health insurance premiums and the choice of other flexible individualised benefits as well as a percentage of the fixed salary in the form of an employer’s contribution to a life-course savings scheme. The percentage is established by the 'NWb' Collective Labour Agreement. The above benefits are applicable to all TenneT employees in the Netherlands. The company does not extend loans, loan guarantees or advances against future earnings to any director.
The directors participate in a pension regulation according to pension as defined in the 'NWb' Collective Labour Agreement and as applicable for all employees in the Netherlands. The employers and employee contribution for the directors is the same as for all other employees. The applicable pension regulations define the pensionable salary up to EUR 101,519.
TenneT directors receive the same compensation as TenneT employees with an income above EUR 101,519. The compensation is based on the fiscally allowed pension premium percentage for income above EUR 101,519 and specified per age category.
Employment contracts of directors appointed before 2011
The current remuneration policy as described above does not affect the agreed employment terms and conditions of directors appointed before 2011.
The appointment of the Chief Executive Officer dating from 2002 is for an undefined period of time, while compensation for termination of the contract by the company (severance pay) is based on the then standard neutral formula used by the Dutch court with a maximum of two yearly base salaries.
The remuneration norm for the Vice Chair of the Executive Board has been exceeded with the permission of the shareholder. The resulting remuneration is lower than the German remuneration market or that of directors at comparable TSOs.