REPORT OF THE SUPERVISORY BOARD◾ The remuneration policy must conform to the company’s corporategovernance policy;◾ The remuneration must reflect the strategic and financialobjectives and be to a large extent performance-oriented, with agood balance between short and long-term results and objectives;◾ The remuneration must not include any incentives which give riseto behaviour directed towards personal interests that conflictswith the company’s interests;◾ It includes an annual scenario analysis with regard to the possibleoutcomes of the remuneration policy.Since the end of 2006, the posts of CEO and CFO of Royal Ten Catehave been based on Hay-level medians.In the case of the CEO, the median of Hay level 30 is applied.This level corresponds to an organisation of the size, complexity andinternational character of Royal Ten Cate. In view of the difference inremuneration between the salary then being paid and the median ofHay level 30, it was decided to make up the difference on a phasedbasis. The salary of Mr L. de Vries reached the intended level in <strong>2009</strong>.An important consideration was ensuring the continuity of thecompany by, among other things, reinforced solvency, strong cashmanagement and an enormous reduction in the debt position.The variable remuneration component is a maximum of 50% of thefixed annual salary.In <strong>2009</strong>, Mr de Vries received a variable salary component in respectof 2008 amounting to 50% of the fixed annual salary. He was alsogranted 60,000 options with an exercise price of € 11.70.For Mr J. Lock, the current CFO, the fixed annual salary is set atmedian of Hay level 26. The variable salary component is a maximumof 40% of the fixed salary.Mr J. Wegstapel, the CFO who departed during the <strong>2009</strong> financial year,received payment in respect of his notice period and compensationamounting to a full year of income, comprising his fixed annual salaryplus 25% as a variable pay component.The full report can be found on the website under CorporateGovernance/documents.The remuneration of the Executive Board is stated in note 56.2 onpage 136 of this report.Almelo, 3 March 2010Supervisory BoardJ.C.M. Hovers, ChairmanP.P.A.I. Deiters, Vice-ChairmanF.A. van VughtE. ten CateNew synthetic turf system with warranty conceptFC Breukelen is the first football club in the Netherlands with a new synthetic turf system with the TenCate PerformanceWarranty Concept . This guarantees that as far as its characteristics are concerned the pitch will satisfy FIFA 2 Star requirementsfor five years. The Breukelen field is based on the TenCate XQ technology. It allows us to construct fields that comply with theFIFA 2 Star requirements for a long time, the performance level FIFA defined for competitive football at the highest level. TenCatemarkets the five-year TenCate Performance Warranty Concept in collaboration with ALLIANZ, an insurance company.18Royal Ten Cate
Foreword by the Chairmanof the Executive BoardGENERALThe difficult economic conditions and the situation in the financialmarkets were unfavourable for TenCate and its customers during thereporting year. Under these circumstances, it was logical to abandonour profit target, partly in view of the emphasis placed on the cashposition and the management of the company’s balance sheet at thebeginning of the year. TenCate nevertheless strengthened its focus onthe future in <strong>2009</strong>, despite the lower net profit. In strategic terms,considerable progress was made on various fronts. The global trendsthat have determined the TenCate’s growth over the past few yearsremain fully intact. All our stakeholders should continue to have faithin TenCate’s potential. We will benefit fully as soon as there is anupturn in the market.OPERATIONAL DEVELOPMENTS IN <strong>2009</strong>In operational terms, <strong>2009</strong> was characterised by an increased focus oncontrol of working capital and costs. The weaker performance, whichhad already been anticipated in 2008, turned out to be more seriousthan was first expected, particularly because governments also had tocontend with tight budgetary conditions. TenCate therefore maintainedits restrained investment policy.Developments resulted in the total number of employees (FTEs) beingreduced by 15%. With regard to cost reduction, the emphasis wasinitially on countries outside the Netherlands, where it was possibleto respond more flexibly to lower revenues, particularly in the UnitedStates. The operating results in the first three quarters of <strong>2009</strong>accordingly began to rise again. In the fourth quarter, structuralmeasures were implemented in the Dutch companies, involving one-offcosts. We also adjusted our credit policy in the seasonal synthetic turfmarket, as a result of which revenues were shifted substantially into2010. These measures put pressure on results in the fourth quarter, butgive us a better starting point in the current year. The objective ofmaintaining a healthy financial position based on our own resourceswas achieved, although profit came under considerable pressure.I would also like to mention a number of positive developments.Sales of TenCate Defender M grew spectacularly. The U.S. Armypublicly praised TenCate for this innovative product. It has become thestandard for flame-resistant protection. In the field of composites,various solutions were qualified for attractive new markets, includingsustainable energy generation. New relationships were established inthe environmental market for the processing of industrial waste water(TenCate Geotube ® ). That played a part in our winning the largestorder in this field in Asia. Finally, we made good progress withalliances in the synthetic turf market through the interest TenCateacquired in TigerTurf at the beginning of <strong>2009</strong>.BUSINESS MODELTenCate’s business model proved to be valid and valuable also in timesof weaker economic conditions. This model offers a framework inwhich to focus on complete, worldwide value chains. The fourcornerstones – end-user marketing, product differentiation, costleadership and technological innovation – remained as fundamentalas ever. The emphasis during the reporting year, however, was onthe third cornerstone. That does not mean no progress was madewith regard to the other policy areas. On a technological level, theinnovative weaving technology for integrated synthetic turf systemswas introduced. Xennia Technology presented a process demonstrationmodel of the digital textile finishing process.Annual Report <strong>2009</strong> 19