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Remuneration

The table below shows the remuneration of the Executive Board members. In accordance with IFRS, the long-term variable remuneration and options granted consist of compensation to be allocated for work performed during the financial year, irrespective of the actual payment. Total remuneration amounted to EUR 2.6 million (2007: EUR 2.8 million).

The breakdown for Executive Board members is as follows:


1) 2008 is the fair value of the share-based awards. The fair value is the amount for which an item could be exchanged or settled between knowledgeable willing parties. Costs under IFRS deviate from the value attributed to the individual awards at the date of the grant, due to differences in calculation method. Under IFRS the fair value of the share-based award is charged to the income statement over the vesting period.

The Executive Board members are not members of a defined benefit plan but, where appropriate, of a defined contribution plan. The pension plan provides for a retirement age of 65. Following earlier agreed employment conditions Mr. De Kreij and Mr. De Koning may retire at 60 under the plan, and Mr. Broeders’ retirement age is 62. The current Executive Board members are entitled to a short-term and long-term variable remuneration component. The short-term variable remuneration, which is paid out in cash, is based on financial and personal targets and is subject to a maximum of the fixed salary for year 2008. The maximum is 70% and 62.5% for respectively the chairman (2007: 62.5%) and the other members (unchanged compared to 2007). The financial targets are based on:

- An increase in the earnings per share of at least 8% to 12% or more, compared with the previous year. In that case, the variable remuneration component will increase proportionally by 0% to a maximum of 22.5% (chairman) and 20% (other members) of the fixed salary (2007: for all members a maximum of 20%).
- If a ROCE of 18% (2007: 14%) is achieved, additional variable remuneration of 2.5% of the fixed salary applies. If the ROCE is higher, this variable remuneration component can increase proportionally to a maximum of 22.5% of the fixed salary (chairman and other members) for a ROCE of 20% or higher (2007: a maximum of 22.5% for a ROCE above 18%).

For 2008 the two financial targets resulted in a short-term variable component of the fixed salary for the chairman and the other members of respectively 45% and 42.5% (2007: 42.5% for all members).

The Annual General Meeting held on 26 April 2007 passed a resolution to convert the Longterm Cash Plan, which was applicable for the period 1 January 2005 until 31 December 2007, into a new long-term share-based payment incentive plan from 1 January 2008. The new incentive plan is described in note 29 and consists of performance shares and matching shares.

Performance shares and matching share plan granted to Executive Board members
For the new long-term incentive plan for the individual members of the Executive Board reference is made to note 29 in th Annual Report 2008.

Minimum restricted shareholding requirement at 31 December 2008
The shareholding target can be build up during three to six years. The members of the Executive Board could already purchase shares starting from 2007 with no minimum requirement during 2007, but with a maximum of one third of the shareholding target. This means a minimum shareholding requirement of one sixth and a maximum of two third of the shareholding target for the members of the Executive Board at 31 December 2008 as reflected in the table.

All the members of the Executive Board have met their minimum shareholding requirements at 31 December 2008.

Share ownership at 31 December 2008
The current exposure of the members of the Executive Board members is shown in the table below. This includes unrestricted (including partner holdings) and restricted shares. The members of the Executive Board are further exposed to the company’s share price through their unvested performance and matching shares.


1) Markt value of Vopak shares at year-end is EUR 27.00 per share

All transactions involved were performed for the account and risk of the Executive Board members concerned. At the end of 2007 Mr. Broeders, Mr. De Kreij and Mr. De Koning held, respectively 10,000 shares, 153,380 shares and 3,138 shares.

Options granted to Executive Board members
The outstanding options concern options granted to Executive Board members. Options can be exercised three years after being granted and have a term of five years from the date of grant or less in the event of earlier termination of employment with the Group. The option holder can exercise the option during the exercise periods by transferring shares, subject to observance of a specific model code.

Breakdown of outstanding options:

During the year under review, no new options were granted, 25,000 options were exercised at a share price of EUR 47.34 and no options lapsed. The transfer obligations under the share option schemes are covered by shares held in the treasury stock.

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