Annual Report 2016

Remuneration of the Management Board

The remunerations of the Management Board consist of the following competitive elements:

  • a fixed salary;
  • a pension scheme;
  • a variable remuneration;
  • options on shares;
  • other employment benefits.

Competitive fixed salary

The market terms are determined on the basis of knowledge and experience of the individual Supervisory Directors by means of a benchmark that the Supervisory Board conducts once every three years with a reference group of approximately ten comparable companies. At the beginning of 2015, that assessment was carried out once again, after which the fixed salaries of both Management Board members were adjusted.

Competitive pension scheme

The pension scheme is a defined contribution scheme. The percentage of the contribution is determined by investigating the situation at other companies, in which context the members of the Supervisory Board are involved, in addition to the maximum permitted for tax purposes in that respect. The Chief Executive Officer and the Finance Director received a contribution for 2016 equal to 30% and 25% of the fixed salary, respectively.

Variable remuneration

The variable remuneration is largely profit related and is partially at the Supervisory Board’s discretion.

In 2016, the maximum variable remuneration for the Chief Executive Officer was equal to 60% of the gross fixed annual salary (split into 50% for quantitative objectives and 50% for qualitative objectives), and for the Finance Director it was equal to 50% of the gross fixed annual salary (split into 40% for quantitative objectives and 60% for qualitative objectives).

The following table summarises the quantitative (including variables such as turnover and EBITDA) and qualitative objectives that are aligned to the strategy and the results achieved by the Management Board, which shows that the Management Board partially realised both the quantitative and qualitative objectives.

CEO

CFO

Max

Score

Reward

Max

Score

Reward

Score quantitative goals

50%

25%

12.5%

40%

25%

10%

Qualitative goals

Like-for-like growth

10%

100%

10%

Net Promotor Score

10%

100%

10%

Expansion

10%

50%

5%

E-commerce

10%

50%

5%

Team effectiveness

10%

100%

10%

12%

100%

12%

IT

12%

100%

12%

Logistics

12%

100%

12%

Business Support

12%

50%

6%

CSR

12%

50%

6%

Score qualitative goals

50%

80%

40%

60%

80%

48%

Total

100%

52.5%

100%

58%

Amount

€ 110,250

€ 72,500

The individual objectives stipulate clear strategic trigger points, which cannot be explained in more detail for competiveness reasons.


The budget is set at a level that the Supervisory Board considers challenging but achievable at the time at which it is set. The evaluation of the extent to which the quantitative objectives have been met has taken into consideration – and will take into consideration in the future – the extent to which there can be deemed to be normal market conditions and the extent to which there has been sound business practice.

The following chart provides an overview of the remuneration of Messrs Anbeek and Koops for 2016.

in thousand €

Total

Salary

Pension

Variable remuneration

Employee stock options1

A.H. Anbeek

686

350

105

110

121

B.F. Koops

482

250

63

73

96

  1. 1 Number of options granted multiplied by the value of the option at the time of granting.

Options on shares

Options on shares are used as a long-term incentive. Options are granted not only to the Management Board, but also to the management teams in the various formats.

‘Change of control’ clauses have not been included in the Management Board members’ contracts. However, when a bid for all the shares in the company is declared unconditional all options may be exercised, regardless of the status of the realisation of the objectives.

In 2016 the Remuneration Committee evaluated the effect of the option program, which led to a modification of the program. The most important adjustments (outlined broadly) relate to:

  • vesting at one time, three years after the date of issue.
  • vesting in the event that the TSR (Total Shareholder Return) of Beter Bed Holding N.V. has exceeded the TSR of a Peer Group.
  • when it exercises the option right the Management Board must use the financial benefit it has acquired to acquire shares in Beter Bed Holding, which subsequently may not be converted to cash for a term of four years.

The amended program was approved by the Annual General Meeting of 19 May 2016.

The Remuneration Committee used the scenario analyses referred to in Corporate Governance Code best practice II.2.1 when it formulated the remuneration policy and determined the individual remuneration.

At the end of 2016, Messrs Anbeek (CEO) and Koops (CFO) held the following options on shares in Beter Bed Holding N.V.:

2016

2015

2014

2011

CEO

CFO

CEO

CFO

CEO

CFO

CEO

Number (in 1,000)

50

40

33

27

27

21

50

Value of each option at time of awarding

€ 2.41

€ 2.45

€ 1.84

€ 1.58

Exercise price

€ 19.99

€ 22.79

€ 17.37

€ 14.67

Expiry date

18 May 2021

19 May 2020

19 May 2019

28 April 2017

Profit target in millions of €

-

-

-

32

Target

TSR compared to peer group

TSR>AScX

TSR>AScX

-

Target achieved

-

No

Partly (33.3%)

No

The value at the time of the grant for the 2011 series was determined by means of an actuarial calculation with the aid of the Black & Scholes model. Black & Scholes in combination with Monte Carlo simulations were used for the series as from 2014.

Other employment benefits

Both Management Board members have a lease car at their disposal.