ACCELL GROUP ANNUAL REPORT 2019 | 7.3 Selection and Remuneration Committee

7.3
Selection and Remuneration Committee

The Selection and Remuneration committee supports the Supervisory Board in the execution of its supervisory tasks and the preparation of decision-making in the field of selection and appointment procedures for members of the Supervisory Board and the Board of Management, the remuneration policy and the level of remuneration and employment contract terms for members of the Board of Management.

In 2019, the Selection and Remuneration committee consisted of Mr. Ernsting (chair) and Mr. Pasman (member). As of 1 January 2020, Mr. Ter Haar assumed the position of member of this committee, as Mr. Pasman resigned from his position as Supervisory Board member per 31 December 2019. The composition of the Committee is in line with the provisions of the Dutch Corporate Governance Code.

In 2019, the Committee met 10 times (2018: eight times) and was also in frequent contact by telephone. All the members of the Committee were present at the meetings.

The search for and the nomination of a new chairman to the Supervisory Board in early 2019 and the preparations for a new remuneration policy for the Board of Management, following new legislation in line with the EU Shareholder Rights Directive, were key focal points for the committee last year.

Other matters the Selection and Remuneration committee focused on in 2019 included:

The re-appointment of Mr. J. Both as member of the Board of Management and Chief Supply Chain Officer (CSCO);
The assessment of the competitive remuneration position of members of the Board of Management with the assistance of an external advisor (Korn Ferry);
Preparations for and the initiation of the assessment of the functioning of the Board of Management in 2018;
Drawing up the proposals regarding the variable remuneration of the members of the Board of Management for 2018, based on the 2018 performance and the applicable criteria;
Drawing up a proposal for the vesting and granting of long-term incentive shares to the Board of Management and other senior staff members in 2019;
Putting forward proposals regarding the fixed remuneration, and criteria for the variable short-term remuneration of the members of the Board of Management for 2019;
Succession planning process within the company;
Discussions on and preparations for a new incentive share plan for senior management (excluding the Board of Management);
Drawing up the 2019 remuneration report, which explains how the remuneration policy was implemented in practice;
Preparations for the definition of the remuneration policy for the Supervisory Board, to be presented at the General Meeting in April 2020.

The Supervisory Board discussed and adopted the remuneration package for the Board of Management for 2019 on 7 March 2019. At the same time, the Supervisory Board also determined the variable remuneration over the 2018 financial year, which were included in the 2018 financial statements.

Based on the preparatory work of the committee, the Supervisory Board discussed and adopted the 2019 remuneration report in its meeting in March 2020. This report will be presented to the General Meeting on 22 April 2020 for an advisory vote. The full remuneration report 2019 can be found in section 5.4 of this Annual Report and on Accell Group's website.

The remuneration of the Board of Management is in line with the policy adopted by the General Meeting on 24 April 2008 and amended most recently on 22 April 2010. The updated remuneration policy for the Board of Management and Supervisory Board, based on articles 2:135 and 2:135a of the Dutch Civil Code, will be presented for adoption at the General Meeting of 22 April 2020. The updated remuneration policies can be found as an attachment to the agenda of the General Meeting of 22 April 2020 and on Accell Group's website.