Annual report 2010 - plazacenters

Management and governance
Remuneration report
Remuneration Committee
As stated in the Corporate Governance report on pages 51 to 56
of this document, the Remuneration Committee meets at least
twice each financial year to prepare, among other matters, the
decision of the Board relating to the remuneration of directors
and any share incentive plans. It is also responsible for preparing
an annual report on the Company’s remuneration policies and for
giving full consideration in all its deliberations to the principles
set out in the Combined Code.
The committee comprises three non-executive directors – it is
chaired by Shimon Yitzhaki and the other members are Marius
van Eibergen Santhagens and Marco Wichers.
Under Dutch corporate law and the Articles of the Company,
a General Meeting of Shareholders must determine the principal
guidelines governing the remuneration both of executive and
non-executive directors. In addition, such a meeting also has to
approve the granting to them of options and share incentive plans.
Remuneration policy
Plaza Centers’ remuneration policy is designed to attract, motivate
and retain the high-calibre individuals who will enable the
Company to serve the best interests of shareholders over the long
term, through delivering a high level of corporate performance.
Remuneration packages are aimed at balancing both short-term
and long-term rewards, as well as performance and nonperformance
related pay.
The Remuneration Committee reviews base salaries annually.
Increases for all employees are recommended by reference to cost
of living, responsibilities and market rates, and are performed at
the same time of year.
The Remuneration Committee believes that any director’s total
remuneration should aim to recognize his or her worth on the open
market and to this end pays base salaries in line with the market
median supplemented by a performance-related element with the
capacity to provide more than 50% of total potential remuneration.
The Board may only determine the remuneration of directors
within such guidelines, and no director or manager may be
involved in any decisions relating to his or her own remuneration.
Total non-
Total
Share performance performance
Salary incentive related related
and fees plan (1) remuneration remuneration
2010 €’000 €’000 €’000 €’000
Chairman and executive directors
Mr Mordechay Zisser 244 153 397 –
Mr Ran Shtarkman 481 397 878 100
Total 725 550 1,275 –
Non-executive directors
Mr Shimon Yitzhaki – 234 234 –
Mr Marius van Eibergen Santhagens 50 – 50 –
Mr Edward Paap 50 – 50 –
Mr Marco Wichers 50 – 50 –
Total 150 234 384 –
Total – all directors 875 784 1,659 100
1 Accounting non-cash expenses recorded in the Company’s income statement in connection with the share option plan.
Total shareholder returns performance 2010
150
100
50
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
64
Plaza Centers N.V. Annual report 2010