Remuneration of the Supervisory Board Koninklijke DSM N.V. 2020
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 |
|
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:
|
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.
|
|
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, |
|
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, |
|
40,833 |
|
- |
|
11,958 |
|
- |
|
729 |
|
- |
|
53,521 |
|
- |
|
100:0 |
|
100:0 |
||||
Erica Mann, |
|
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 |
||||
|
||||||||||||||||||||||||
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.).
|
|
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% |
|
|
||||
|
||||||||||||||||
