CUMPLIMIENTO DEL CTE
3. Seguridad de Utilización y Accesibilidad SUA
The Company’s personnel expenses comprise the following:
For the years ended
Amounts in thousands of € December 31, 2012 December 31, 2011
Wages and salaries 174,893 127,996
Social security costs 19,135 14,183
Pensions and other long-term employee benefits 18,087 15,358
External personnel 53,093 52,692
Lease- & mileage costs 10,556 7,904
Other 7,090 8,380
Work Capitalized (57,329) (50,940)
Total personnel expenses 225,525 175,574
The number of employees of the Company in full time equivalents (FTEs) as at December 31, 2012 was 2,502 (2011: 2,376). The average number of employees in 2012 was 2,448 FTEs (2011: 2,286).
Employee bonuses
Employees of the Company received a bonus in relation to the IPO depending on the number of years of their employment for the Company. Employees of the Company were free to choose between receiving a bonus in cash or
in shares. To encourage employees to choose a bonus in shares, the gross amount of an employee’s bonus was multiplied by 1.2 if the employee had chosen to use the bonus to subscribe for shares. The total employee bonus amounted to €14.2 million.
7 Remuneration and share-based payment plans
Remuneration
The remuneration of the members of the Board of Management is determined by the Supervisory Board.
The total remuneration in 2012 consisted of basic salaries, short-term performance incentives (in cash), long-term performance incentives (in shares) and other benefits.
As at December 31, 2012, the members of the Board of Management of the Company were:
■Bernard Dijkhuizen (Chief Executive Officer)
■Bert Groenewegen (Chief Financial Officer)
■Paul Hendriks (Chief Technology Officer)
■Marcel Nijhoff (Chief Commercial Officer)
Remuneration of the members of the Board of Management in 2012 and 2011 was as follows:
Amounts in
Remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders.
At December 31, 2012, the members of the Supervisory Board of the Company were:
■Andrew Sukawaty (Chairman)
■David Barker
■Joseph Schull
■Dirk-Jan van den Berg
■Anne-Willem Kist
■Rob Ruijter (appointed as from March 20, 2012)
■Caspar Berendsen (retired as from January 1, 2013)
■Paul Best (retired as from January 1, 2013)
The remuneration of the Supervisory Board was changed as from April 1, 2012 in connection with the IPO and the formal institution of an audit committee and a selection, appointment and remuneration committee. Supervisory Board members receive an annual fee of €50 and a fee of
€7.5 for membership of a committee, with following exceptions: Mr. Rob Ruijter receives a fee of €25 for
Amounts in thousands of € Financial
Year Base
Amounts in thousands of € 2012 2011
Rob Ruijter 75 -
Total remuneration of Supervisory Board members in 2012 amounted to €4,953 (2011: €309).
Mr. Sukawaty has agreed prior to the IPO in 2012 to waive his entitlement to part of his annual cash remuneration and to all of his annual equity remuneration. Mr. Sukawaty’s remuneration in 2013 for his engagement as chairman of the Supervisory Board will be €190 and €90 in 2014.
As compensation for this waiver Mr. Sukawaty has received
€300 form Ziggo prior to the closing of the IPO. As compensation for waiving his annual equity remuneration after the IPO Mr. Sukawaty has received €1,100 which he has invested on an after tax basis in shares for which a lock-up period of two years will apply and the
aforementioned compensation amounts are subject to a pro rata claw back if Mr. Sukawaty would cease to be the chairman of the Supervisory Board before the end of his current term in 2016.
chairing the audit committee. Mr. Sukawaty has received a remuneration of €290 in 2012 as chairman of the
Supervisory Board. He does not receive a separate remuneration for his membership and chairmanship of the selection, appointment and remuneration committee.
The remuneration of the SB in 2012 was as follows:
Short term incentive plan (STIP)
The members of the Board of Management of the Company are eligible to receive a short term incentive in cash based on financial and non-financial target ranges which are set at the beginning of each year by the Supervisory Board. Target ranges are set for Revenue, Customer Satisfaction, EBITDA and Cash flow. For
“on target” achievement, the STI will be 70% of basic salary for the CEO and 60% for the other members of the Board of Management. Cost recognised related to the STI amounted to €1,007 million (realizing 94% of the targets) (2011: €897 realizing 94% of the target).
Long term incentive plan (LTIP)
The Supervisory Board of the Company introduced a Long Term Incentive Plan as part of the remuneration policy, under which the members of the Board of Management of the Company are eligible to receive conditional performance shares in the Company. Allocation of the conditional performance shares is based on the performance of the Company versus its three-year plan.
At the start of each calendar year shares will be granted to the CEO equal to 155% of base salary for the CEO, and, to the other members of the Board of Management equal to 140% of their base salaries. For 2012, the grant date was March 21, 2012 in relation to the IPO. The allocation of shares based on the actual performance versus the targets can vary between 0% and 150%. The maximum number of performance shares conditionally awarded lies between 210%-232.5% of base salary divided by the value of one performance share (i.e. reflecting maximum achievement).
The Company defines stretching targets, whereas for
“on target” achievement, the value of performance shares will be 100% of 155% of base salary for CEO and 100%
of 140% of base salary for the other members of the Board of Management.
Performance will be measured on an annual basis based on the achievement of Revenues, Customer Satisfaction, EBITDA and Cash flow targets, as defined in the three year plan. At the end of each Performance Period, 50% of one-third of the Conditional Performance Shares granted will be determined on the performance on the above mentioned criteria for each year. At the end of each year of the performance period, the Total Shareholder Return (TSR) of the Company is compared with the Peer Group. For this purpose TSR is defined as the change in price of the shares of the Company plus the dividend paid in a year. The Peer Group consist of the following companies: Telenet Group
Holding N.V., Kabel Deutschland Holding A.G., Liberty Global Inc., Virgin Media Inc., Zon Multimedia SGPS S.A., KPN N.V., Belgacom N.V., BT Group P.L.C., Deutsche Telekom A.G. and Ziggo N.V. If the TSR in a year is in the lowest quartile compared to the Peer Group, the number of shares determined on the basis of the criteria test for that year will not vest at the end of the performance period.
The vesting of the other 50% of one-third of the Conditional Performance Shares granted at the end of each performance period is determined on the basis of a targeted cash flow per share. Scenario analyses are used to estimate the possible outcomes of the value of the shares vesting in the coming years.
The performance shares will vest and be delivered to a member of the Board of Management after the end of the performance period (three years), provided that the member of the Board of Management is still employed by the Company. After vesting the performance shares still need to be retained for another year as a result of a lock-up, except to the extent necessary to settle any tax obligation resulting from the LTIP. During the lock-up the shares may not be transferred, assigned to any third party, encumbered or otherwise disposed of.
Details of performance shares granted to the Board of Management are as follows:
Board of
management Grant date Status Full
Control
The fair value per share of the 2012 grant was €11.37 (share price on the grant date €18.50). The fair value per share is based on the share price at the grant date adjusted for the effects of the right to receive dividend after vesting, the lock-up period after vesting and the chance Total
Shareholder Return is not in the lowest quartile compared to the Peer Group. Under IFRS 2 the fair value of the LTIP is charged to the statement of income over the vesting period. In 2012, cost recognised for the LTIP amounted to €0.2 million.
Number of Shares held by management
The number of shares held by the members of the Board of Management and Supervisory Board are presented below:
Board of management Number of shares
Bernard Dijkhuizen 593,167
Bert Groenewegen 376,546
Paul Hendriks 376,579
Marcel Nijhoff 487,186
Supervisory board Number of shares
Andrew Sukawaty 713,208