The section on the board remuneration specifies the current remuneration for the statutory directors in 2018, their success at meeting set targets and the resulting awards of variable remuneration. The report also specifies the remuneration received by the members of the Supervisory Board. For further details on the remuneration policy click here.
Remuneration of the statutory directors
|2018 (in EUR thousand)||Fixed remuneration||Variable remuneration (annual)||Total remuneration||Gross Pension||Net pension||Total pension||Other|
|M.J.J. van Beek 1||103||21||124||8||9||17||4|
|J.M. Kroon 2||272||44||316||38 4||150 4||188||11|
|U.T.V. Keussen 3||59||N/A||59||44||–||44||2|
1 From 1 September 2018
2 January - September 2018, Mr. Kroon left TenneT 30 September 2018
3 January - February 2018, Mr. Keussen left TenneT 28 February 2018
4 Including a pension compensation of EUR 87,045 of his individual pension plan over the period October 2018 – June 2019
|2017 (in EUR thousand)||Fixed remuneration||Variable remuneration (annual)||Total remuneration||Gross Pension||Net pension||Total pension||Other|
1 Including individual pension plan NL/GER
In accordance with the indexation as of January 2018 for employees as determined by the collective labour agreement for TenneT, the salaries of all statutory directors will be indexed by 3% as of 1 January 2019.
The Supervisory Board decided on the statutory directors' variable payment realisation percentages over 2018 based on the achievement of present criteria. The realised percentages are included in the table below. The Supervisory Board has concluded that there are no current insights that might lead to the revision of the variable remuneration paid out in former years The Supervisory Board decided to grant the new CEO the full amount of variable remuneration over 2018 pro rata the time of employment.
|M.J.J. van Beek||J.M. Kroon||B.G.M. Voorhorst||O. Jager|
|Security of supply||20.0%||20.0%||14.3%||20.0%||14.3%||20.0%||14.3%||20.0%|
|Individual targets depending on indivual board member's portfolio||25.0%||25.0%||21.2%||25.0%||21.0%||25.0%||25.0%||25.0%|
|Total variable remuneration realised in 2018||100%1||100.0%||76.8%||100.0%||86.6%||100.0%||90.6%||100.0%|
1 Based on her contract, M.J.J. van Beek received 100% realisation of the targets over the period September – December 2018 because she started during the second half of 2018.
The table below shows the realisation for the quantitative targets security of supply, safety and financial.
|Weight||Performance criteria||Weight||Target 1||Realised|
|Investigation Index Group||50%||100%||100%|
|20%||Security of Supply|
|ASAIDI Germany Onshore 230/380 Kv||40%||0 min||0.06 min|
|ASAIDI Netherlands Onshore 230/380kv||25%||0 min||0 min|
|SAIDI NL Onshore 110/150kv||25%||2 min||5.50 min|
|ASAIDI Germany Offshore||10%||628 hours||483 hours|
|EBIT Group||50%||EUR 736 milion||EUR 806 million|
1 Target performance results in maximum pay-out.
As to the more qualitative criterias with respect to strategy, people and the operational targets the Supervisory Board concluded that most of the targets have been met. These targets are linked to long term value creation, for example a pilot launched and ready to start for a Frequency Restoration Reserve project using aggregation of reserves of small entities using new digital techniques; and achieving a company-wide productivity improvement (in terms of total workforce costs) through LEAN process improvement and LEAN decision making.
The pensions of all Dutch statutory directors are administered by the ABP Pension Fund. The pension accrual is based on an average pay system till the fiscal maximum (gross pension). Over the fixed remuneration above the fiscal maximum the Dutch statutory directors can participate in a net pension system.
Besides the ABP pension, additional pension was accrued for the former CEO to facilitate retirement at 61 years of age, under a non-contributory pension plan based on total income, agreed when he joined the company. Over the period October 2018 – June 2019 the CEO received a compensation of EUR 87,045 as part of his individual pension plan as mentioned before. As a result of the former CEO exiting TenneT’s pre-pension plan, TenneT paid a tax amount of EUR 241 thousand to the Dutch tax authorities, which is not included in the remuneration table.
Pension accruals considering the German income of the Dutch statutory directors based on the German activities are organised in a standard defined contribution contract with Swiss Life. The pension entitlements of the German vice-chair are based on the so-called Beitragsplan, a company agreement applicable for all employees of TenneT in Germany.
Based on an agreement with the Supervisory Board, the former CEO was entitled to acquire leave days as of 2010. The costs of these leave days have been accrued annually. The value of the acquired leave days of the former CEO in 2018 was EUR 17,280 (2017: EUR 25,545). Upon the departure of the former CEO in 2018, the accrued but unused leave day obligation of EUR 115,000 was paid out to him. The settled leave days are not included in the remuneration table.
Other allowances and secondary benefits
All statutory directors use a company car, the value of the private use of this car as shown in the table is based on the taxable value in the domestic country. In addition, with respect to the private use of leased vehicles, the customary addition to taxable income is applicable for personal income tax purposes. The company does not reimburse its directors for any personal income tax consequence resulting from the private use of leased cars.
For the Dutch statutory directors the secondary benefits as included in the remuneration table, includes the contribution to the life-course savings scheme based on the collective labour agreement, a contribution to health insurance and a budget for flexible terms of employment.
Each statutory director received a monthly allowance for necessary business expenses, of EUR 2,196 a year. This monthly allowance is not included in the table as it is a compensation of costs and not a remuneration component.
The total remuneration paid to the statutory directors is reconciled to and further disclosed in the note 3.2.2 of the consolidated financial statements.
Remuneration of the Supervisory Board
The remuneration policy for the Supervisory Board defines the remuneration for the different roles and committees of the Supervisory Board. Each Supervisory Board member is either a member or chair of one or two committees. To establish a link between the Supervisory Board and the Aufsichtsrat of TenneT TSO GmbH, two of the members of the Supervisory Board are also members of the Aufsichtsrat.
The responsibilities on the committees are as follows:
|Supervisory Board||Audit, Risk and Compliance Committee||Remuneration and Appointments Committee||Strategic Investments Committee||Aufsichtsrat TenneT TSO GmbH|
|A.F. van der Touw 1||Chair||Member||Member|
|A.W. Veenman 2||Chair||Member||Member|
|P.M. Verboom||Vice-chair Chair 3||Chair||Member 4||Member|
|S. Hottenhuis 5||Member||Member 4||Chair|
|L.J. Griffith||Member||Chair 7||Member 2||Member 6|
1 Started from June 2018
2 End on February 2018
3 During the period March - May chair of the Supervisory Board
4 January - May 2018
5 Mrs. Hottenhuis resigned in July 2018 because of her assignment at KPMG
6 Member since October 2018
7 Chair since June 2018, before member
The shareholder decided to introduce an annual indexation of the Supervisory Board remuneration following the collective labour agreement, as of 1 January 2015. The Supervisory Board remuneration was indexed by 1.5% as of 1 January 2018 and will be indexed by 3% as of 1 January 2019. The remuneration was as follows in 2018:
|Audit, Risk and Compliance Committee||6,756||per annum|
|Remuneration and Appointment Committee||5,343||per annum|
|Strategic Investment Committee||5,343||per annum|
|Aufsichtsrat TenneT TSO GmbH||5,500||per annum|
The total remuneration received by members of the Supervisory Board in 2018 was as follows:
|(in EUR thousand)||Fixed remuneration||Committee fee||Total||Fixed remuneration||Committee fee||Total|
|A.F. van der Touw||16||7||23||–||–||–|
The impact of changes in positions during 2018 on the remuneration of the Supervisory Board are reflected in the table above.