annual report - Kendrion

Remuneration Executive Board
The Supervisory Board determined the
remuneration for the individual members
of the Executive Board in accordance with
the remuneration policy approved by the
General Meeting of Shareholders.
A specification of the remuneration for the
Executive Board and the Supervisory Board
is enclosed in the notes to the financial
statements (page 132).
The Supervisory Board has received
confirmation from the auditor that the
figures on which the 2011 bonus for the
Executive Board is based are derived from
the audited financial statements, and that
the calculation of the bonus has been
checked.
>> Remuneration policy
The remuneration policy is designed to
offer remuneration that attracts managers
qualified to manage an international
company of the nature and character of
Kendrion. The policy is also sufficiently
challenging to motivate managers and,
with good performance, retain them for the
longer term. The composition of the
remuneration package supports Kendrion’s
short and long-term objectives.
The package is of a performance-oriented
design, whereby the results are used to
determine a variable income, which is
of a challenging level but not excessive.
The Supervisory Board adopted the
remuneration package after taking account
of the movement in results, movement in
the share price and non-financial indicators
also relevant to the long-term creation of
company value. Consideration was also
given to the influence of the total
remuneration of the Executive Board on
the overall remuneration rates within the
company. The Supervisory Board has
analysed the possible outcomes of
the proposed variable remuneration
components of the policy.
The Supervisory Board periodically
benchmarks the remuneration package
against information supplied by external
experts to verify that it is in line with the
company’s objectives and the market.
A further explanation of the remuneration
policy and a specification of actual
remuneration is provided on pages 58, 59
and 132, and can also be reviewed in the
remuneration report as published on
Kendrion’s website.
>> Share plan
A share plan for the top management of
Kendrion was introduced in 2005. This plan
provides for the allocation of shares in
Kendrion as payment in kind. After the
General Meeting of Shareholders in each
year the number of shares awarded to the
senior management of Kendrion in that year
is determined by the Supervisory Board on
the basis of the Executive Board’s
recommendations. 6,075 shares were
awarded pursuant to this plan in 2011.
The plan does not extend to the Board.
In addition, the Business Unit Managers
and a number of other officers are offered
an opportunity to apply for the conversion
of a maximum of half of their annual net
cash bonus into shares. Kendrion doubles
the number of shares after three years
when officers are still employed by
Kendrion and still possess the shares.
Pursuant to this loyalty bonus plan a total
of 2,469 shares were issued in 2011.
>> Profit appropriation
Kendrion recorded a normalised net profit
of EUR 20.5 million over 2011, before nonrecurrent
items such as the European
Commission’s fine and the acquisition costs
incurred in the takeover of FAS Controls, Inc.
The Executive Board shall, in line with the
newly proposed dividend policy and with the
approval of the Supervisory Board, submit a
proposal to the shareholders for the payment
of a dividend of 35% of the normalised net
profit of 2011. The dividend is equivalent to
an amount of EUR 0.62 per share entitled to
dividend. A proposal will be submitted to the
shareholders during the General Meeting of
Shareholders on 16 April 2012 for the
payment of the dividend, at the shareholder’s
discretion, in cash and/or in ordinary shares
charged to the share premium reserve.
The members of the Supervisory Board
have signed the financial statements to
comply with their statutory obligation
pursuant to Article 2:101, paragraph 2,
of the Netherlands Civil Code.
The Supervisory Board thanks the Board
and all Kendrion employees for their
contribution and efforts in the year 2011.
Supervisory Board
S.J. van Kesteren, Chairman
R.L. de Bakker, Vice-Chairman
M.E.P. Sanders
H.J. Kayser
Zeist, 28 February 2012
18
annual report 2011