Remuneration
The aim of the remuneration policy is to attract and retain well-qualified members of Board of Management and Supervisory Board for the company. The variable remuneration encourages the members of the Board of Management to work for the continuity of the company and create long-term growth.
The remuneration structure for the Board of Management has three basic components:
• a fixed salary. In addition, the members of the Board of Management have fringe benefits similar to those for most Mediq employees;
• variable remuneration in cash, related to performance in the previous year (short-term remuneration). This depends on the weighted score on the following criteria: the average net result, economic profit, average working capital as a percentage of sales and individual performance. 45% to 100% of the fixed salary is available for this for performance on or above target;
• variable long-term remuneration in cash, related to three-year averages of growth in net earnings per share; Total Shareholder Return (TSR) related to comparable international companies and TSR Amsterdam Midcap Index (AMX). 45% to 120% of the fixed salary is available for this for performance on or above target.
The remuneration policy is designed to motivate the members of the Board of Management to work to reinforce the company’s long-term market positions and create value growth. The remuneration package for the Board members is based on a market comparison carried out by independent external consultants. Its competitiveness is reviewed every three years by reference to data collected by the consultants on a group of 25 listed and non-listed Dutch companies of a similar size to Mediq (the ‘peer group’).
The remuneration of the Supervisory Board was changed as from 6 April 2005 and is based on a fixed fee, supplemented by a fee for service as a committee member. The Supervisory Board believes that the fees are a responsible way of paying the supervisory directors at a level that is broadly in line with that of Mediq’s peer group.
The General Meeting of Shareholders on 2 April 2008 approved the remuneration policy.
The 2009 remuneration report provides more background on the remuneration policy, as well as on the remuneration paid over the year 2009.