DSM Integrated Annual Report 2020

Remuneration of the Supervisory Board Koninklijke DSM N.V. 2019

Summary of the Remuneration policy Supervisory Board Koninklijke DSM N.V.

The remuneration policy is designed to engage qualified leaders with the right balance of personal skills, competences and experience required to oversee the execution of the company’s strategy, its performance and its creation of long-term value, recognizing the interests of all stakeholders. In line with the Dutch Corporate Governance Code, the remuneration is not linked to company and individual performance. As a reference, the remuneration of the Supervisory Board is benchmarked to market practice, predominantly against AEX companies, given the company’s country of domicile. The total fixed remuneration should approach the median of the reference market. The full version of the remuneration policy for the Supervisory Board Koninklijke DSM N.V. as approved by the 2019 AGM is available on the company website.

The table below summarizes the key elements of the remuneration policy, describing purpose, design and (potential) value.

Purpose

 

Design

 

Value

 

 

 

 

 

Fixed fee
Basic pay for doing the job

 

Reward Supervisory Board members and incentivize them to utilize their skills and competences to the maximum extent possible in executing their tasks. The reward reflects the nature of responsibilities, the time spent, and aims to provide a fair and competitive pay level to engage qualified leaders. Review: in principle, every three years, based on in-depth benchmarking.

 

Approaching the median of the market reference (predominantly AEX companies). Position and annual fee:

  • Chair €105,000
  • Deputy Chair €75,000
  • Member €70,000
  • Chair Audit Committee €18,500
  • Member Audit Committee €12,000
  • Chair other Committees €14,000
  • Member other Committees €8,500

Intercontinental travel fee

 

Fixed amount representing time commitment related to intercontinental travel.

 

€5,000 for each time it is required to travel outside the continent of residence.

Expenses

 

Expenses incurred in fulfilling duties are reimbursed. To be paid upon submission of a statement of expenses, partially covered by a fixed allowance.

 

Depending on level of expenses. Fixed per annum: €1,250.

Shareholding requirement

 

In line with Dutch Corporate Governance Code, no mandatory shareholding requirement. Supervisory Board members are encouraged to invest in privately owned DSM shares.

 

Not applicable.

Benefits and loans

 

Supervisory Board members are not entitled to participate in any benefits program offered to employees. Loans will not be provided.

 

Not applicable.

Total remuneration 2020

Committee overview

The Supervisory Board members are assigned to the various committees.

Committee overview

 

Audit

 

Nomination

 

Remuneration

 

Sustainability

 

 

 

 

 

 

 

 

 

Rob Routs, Chair

 

 

 

Chair

 

Member

 

 

Pauline van der Meer Mohr, Deputy Chair

 

 

 

Member

 

Chair

 

 

Victoria Haynes, until 8 May 2020

 

Member

 

 

 

Member

 

 

Eileen Kennedy

 

 

 

Member

 

 

 

Chair

Thomas Leysen, as of 8 May 2020

 

Member

 

Member

 

 

 

 

Erica Mann

 

Member

 

 

 

 

 

Member

Frits van Paasschen

 

Member

 

 

 

Member

 

 

Pradeep Pant

 

Member

 

 

 

 

 

Member

John Ramsay

 

Chair

 

 

 

Member

 

 

Total Remuneration

The table provides an overview of total remuneration provided in 2020.

Remuneration of Supervisory Board Members

 

 

Fixed

 

Total remuneration

 

Portion fixed / variable compensation

 

 

Annual fee

 

Committee fee

 

Other costs1

 

 

in €

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rob Routs, Chair

 

105,000

 

96,667

 

22,500

 

20,208

 

1,250

 

6,250

 

128,750

 

123,125

 

100:0

 

100:0

Pauline van der Meer Mohr, Dep. Chair

 

75,000

 

68,750

 

22,500

 

20,208

 

1,250

 

6,250

 

98,750

 

95,208

 

100:0

 

100:0

Victoria Haynes, Member until 8 May 2020

 

29,167

 

65,833

 

8,542

 

19,042

 

521

 

24,250

 

38,229

 

109,125

 

100:0

 

100:0

Eileen Kennedy, Member

 

70,000

 

65,833

 

22,500

 

20,209

 

6,250

 

24,250

 

98,750

 

110,292

 

100:0

 

100:0

Thomas Leysen, Member as of 8 May 2020

 

40,833

 

-

 

11,958

 

-

 

729

 

-

 

53,521

 

-

 

100:0

 

100:0

Erica Mann, Member as of 8 May 2019

 

70,000

 

40,833

 

20,500

 

11,958

 

6,250

 

14,730

 

96,750

 

67,521

 

100:0

 

100:0

Frits van Paasschen, Member

 

70,000

 

65,833

 

20,500

 

19,042

 

6,250

 

29,250

 

96,750

 

114,125

 

100:0

 

100:0

Pradeep Pant, Member

 

70,000

 

65,833

 

20,500

 

19,042

 

6,250

 

24,250

 

96,750

 

109,125

 

100:0

 

100:0

John Ramsay, Member

 

70,000

 

65,833

 

27,000

 

24,917

 

1,250

 

6,250

 

98,250

 

97,000

 

100:0

 

100:0

Total

 

600,000

 

535,415

 

176,500

 

154,626

 

30,000

 

135,480

 

806,500

 

825,521

 

100:0

 

100:0

1

Involves International travel fee, expenses allowance and expenses exceeding expenses allowance.

In line with the remuneration policy, variable compensation does not apply, and Supervisory Board members do not participate in any pension scheme. No extraordinary items apply. The total annual fees increased due to the fact that 2020 was the first full year in which the fees as established in the revised 2019 policy came into effect. The total outlay in 2020 was slightly lower than in 2019. This was attributable to the fact that the number of payments related to the intercontinental travel fee were limited as a result of the restrictions on travel owing to the COVID-19 pandemic.

Benefits and loans

Members of the Supervisory Board are not eligible for any benefit programs offered by the company (or any beneficiary) to its employees; nor are any loans provided.

Equity-based compensation

As confirmed in the remuneration policy, Supervisory Board members do not receive any equity-based compensation. They are, however, encouraged to hold privately owned shares in DSM. At year-end 2020, Pauline van der Meer Mohr held 1,529 shares (2019: 1,529); John Ramsay held 1,057 shares (2019: 1,057); and Thomas Leysen held 5,035 shares. No other member of the Supervisory Board held shares in the company during 2020.

Remuneration over time

The table provides an overview of the total remuneration of the Supervisory Board members over a five-year period. A comparison of the development of total remuneration compared to company performance is not provided, as the Supervisory Board’s total remuneration is not linked to company performance (Dutch Corporate Governance Code and remuneration policy of the Supervisory Board Koninklijke DSM N.V.).

5-year overview of the remuneration of the Supervisory Board

 

 

2016

 

2017

 

2018

 

2019

 

2020

 

5-years average1

 

 

 

 

 

 

 

 

 

 

 

 

 

Rob Routs, Chair

 

15.5%

 

10.9%

 

0.0%

 

14.8%

 

4.6%

 

9.1%

Pauline van der Meer Mohr, Dep. Chair

 

14.9%

 

10.2%

 

0.0%

 

15.8%

 

3.7%

 

8.9%

Victoria Haynes, Member until 8 May 2020

 

10.5%

 

7.6%

 

0.0%

 

15.8%

 

 

 

 

Eileen Kennedy, Member

 

26.5%

 

0.4%

 

-4.2%

 

22.2%

 

-10.5%

 

6.9%

Thomas Leysen, Member as of 8 May 2020

 

 

 

 

 

 

 

 

 

 

 

 

Erica Mann, Member as of 8 May 2019

 

 

 

 

 

 

 

 

 

 

 

 

Frits van Paasschen, Member as of 3 May 2017

 

 

 

 

 

 

 

11.6%

 

-15.2%

 

 

Pradeep Pant, Member as of 29 April 2016

 

 

 

 

 

-3.9%

 

11.1%

 

-11.3%

 

 

John Ramsay, Member as of 3 May 2017

 

 

 

 

 

 

 

17.6%

 

0.0%

 

 

1

Average calculated over the years for which a change on year-on-year basis is provided (such year-on-year changes are only calculated for years in which the respective Supervisory Board member was engaged during the whole year).