The table hereafter shows the remuneration of the Executive Board members. In accordance with IFRS, the long-term variable remuneration and options granted consist of compensations to be allocated for work performed during
the financial year, irrespective of the actual payment. Total remuneration amounted to EUR 2.8 million (2006: EUR 2.6 million).

The breakdown for Executive Board members is as follows:

In EUR thousands		Salary		Short-term variable remuneration		Long-term variable remuneration		Pension		Value of options		Total
	2007	2006	2007	2006	2007	2006	2007	2006	2007	2006	2007	2006
J.P.H. Broeders	440	390	275	227	176	156	95	84	6	14	992	871
F.D. de Koning	376	362	235	206	150	145	139	133	-	-	900	846
J.P. de Kreij	405	390	253	227	162	156	101	97	21	42	942	912
Total Executive Board members	1,221	1,142	763	660	488	457	335	314	27	56	2,834	2,629

 

The Executive Board members are not members of a defined benefit plan but, where appropriate, of a defined contribution scheme. The normal retirement age for Mr De Kreij and Mr De Koning under the scheme is 60, whereas for Mr Broeders a retirement age of 62 will apply.

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 62.5% of the fixed salary for year 2007 (2006: 60%). 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 20% of the fixed salary.
If a ROCE of 14% (2006: 13%) 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 for a ROCE of 18% or higher (2006: a maximum of 20% for a ROCE above 16%).

For 2007 and 2006, the two financial targets resulted in a short-term variable component of 42.5% and 40% of the fixed salary, respectively.

Up until 31 December 2007, the long-term variable remuneration was linked to the increase in earnings per share over a three-year period (starting 1 January 2005). If the increase in earnings per ordinary share is at least 25%, the Executive Board members receive remuneration in cash in the fourth year. The remuneration may increase to a maximum of 120% of the average salary for the three-year period if the earnings per ordinary share increase by 35% or more over the three-year period. The increase for the period was 113%, so that the maximum remuneration will apply. The remuneration in cash for Mr Broeders, Mr De Koning and Mr De Kreij will be EUR 452,000, EUR 378,106 and EUR 474,000, respectively. The amounts attributable to the financial year are shown in the table above.

At the Annual General Meeting held on 26 April 2007, the resolution was passed to introduce a new long-term incentive plan as from 1 January 2008. Under this new plan, the remuneration is linked to the profit growth of the company with also the objective of further increasing the Executive Board members’ loyalty to the company. The long-term incentive plan
(LTIP) has two components:
The Performance Share Plan: under this plan, shares are conditionally granted at the start of each three-year period. The number of conditional shares is determined by:

1. the Executive Board member’s gross annual salary at the time of grant;
2. the policy-induced value of the Executive Board member’s annual salary in % (chairman 45% and members 40%);
3. the average closing share price in the quarter prior to the grant.

The actual number of shares granted to members of the  Executive Board at the end of this period depends entirely on whether the pre-determined performance criteria were met. These criteria are (both 50%):

1. the average ROCE over the three-year performance period, whereby the final grant may increase to 75% of the conditionally granted shares;
2. the growth of EBITDA, whereby the EBITDA of the third year of the performance period is compared with that of the year prior to the performance period. The final grant for this part may likewise increase to 75% of the conditionally granted shares.

The shares granted are held in a stock deposit where they will be blocked for a five-year period. If the treasury stock exceeds the target value of one gross annual salary, the shares above this maximum will be at the free disposal of the Executive Board member.

The Matching Share Plan: under this plan, the Executive Board members build and retain a portfolio of Vopak shares. The shares are held in a stock deposit for a five-year period and may qualify for a performance-related share match at the end of the period (granting of Matching Shares). Performance is measured on the basis of the increase in earnings per share. In addition to the performance shares, the Executive Board member may decide to place shares he purchased himself in the stock deposit. The Executive Board members must build and retain a portfolio of Vopak shares in the stock deposit whose value equals that of one year’s gross salary. Only those shares held in the stock deposit that meet the minimum and maximum build-up per year and which do not exceed the target level of a year’s gross salary qualify for matching. In 2007, Mr Broeders, Mr De Koning and Mr De Kreij placed 3,672 shares, 3,138 shares and 3,380 shares, respectively, in the stock deposit for their own account and at their own risk.

The long-term incentive plan qualifies as a share-based remuneration scheme. The fair value of the shares is recognised in the income statement as an expense, with a corresponding increase of shareholders’ equity. The fair value is determined on the date the shares are conditionally granted and linked to the long-term incentive plan upon acceptance of the conditions. The costs are spread between the starting date of the performance period and the date the Executive Board members are entitled to the shares unconditionally. The shares are provided through a repurchase of company shares.

Of the Executive Board members including the shares held in the treasury stock under the Matching Share Plan, Mr De Kreij held 153,380 shares (2006: 24,008 shares), Mr Broeders 10,000 shares (2006: nil) and Mr De Koning 3,138 shares (2006: nil) at year-end 2007. Mr De Kreij did not have any written put options on shares at year-end 2007 (year-end 2006: 1,000 contracts). All transactions involved were performed for the account and risk of the Executive Board members concerned.
 

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 on 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:

					Outstanding options at 31 December
		Year of issue	Issued options	Exercise price in euros	2007	2006
J.P.H. Broeders	up to 13 May 2009	2004	20.000	13,75	10.000	20.000
J.P. de Kreij	up to 31 December 2007	2003	50.000	12,40	-	50.000
	up to 31 December 2008	2004	25.000	15,05	25.000	25.000
	up to 31 December 2009	2005	25.000	15,73	25.000	25.000
Total Executive Board members			120.000		60.000	120.000

During the year under review, no new options were granted, while 60,000 options were exercised at an average exercise price of EUR 45.25 and no options lapsed. The transfer obligations under the share option schemes are covered by shares held in the treasury stock.