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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 consist of compensation to be allocated for work performed during the financial year, irrespective of the actual payment. Total remuneration amounted to EUR 3.3 million (2008: EUR 2.6 million).

The breakdown for Executive Board members is as follows:

1) 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 statement of income over the vesting period.

The Executive Board members are not members of a defined benefit plan of Vopak but of a defined contribution plan. Under the plan, the standard retirement age is 65. In conformity with their employment contracts, however, Mr De  reij will step down at the age of 60, and Mr Broeders at the age of 62. Mr De Koning will resign after the Annual General Meeting of April 2010.

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 2009. The maximum is 75% and 67.5% for respectively the chairman (2008: 70.0%) and the other members (2008: 62.5%). The financial target component amounts to a maximum of 50% for the chairman (2008: 45%) and to a maximum of 45% for the other members (2008: 42.5%) and is, only based on an increase in the earnings per share compared with the previous year. Both the financial as personal targets were determined by the Supervisory Board prior to the beginning of the year.

For 2009 both targets resulted in a short-term variable component of the fixed salary for Mr Broeders, Mr De Koning and Mr De Kreij of respectively 69%, 62% and 62% (2008: respectively 66.3%, 58.5% and 60.5%). The long-term variable remuneration consists of performance shares and matching shares and is described in note 28 of the annual report.

Performance shares and matching share plan granted to Executive Board members
For the long-term incentive plan for the individual members of the Executive Board reference is made to note 28 of the annual report.

Minimum restricted shareholding requirement at 31 December 2009
The shareholding target of the Vopak shares in portfolio 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. This means a minimum shareholding requirement of two sixth and a maximum of one hundred per cent of the shareholding target for the members of the Executive Board at 31 December 2009 as reflected in the table.

All the members of the Executive Board have met their minimum shareholding requirements at 31 December 2009.

Share ownership at 31 December 2009
The current exposure of the members of the Executive Board members is shown in the next table. 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 (see page 132 of the annual report).

1) Market value of Vopak shares at year-end is EUR 55.50 per share

All transactions involved were performed for the account and risk of the Executive Board members concerned. At the end of 2008 the total restricted and unrestricted shares held by Mr Broeders, Mr De Koning and Mr De Kreij were, respectively 10,000 shares, 6,699 shares and 153,380 shares.

Options granted to Executive Board members
In the past conditional options were 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, 35,000 options were exercised at a weighted average exercise price of EUR 47.63 and no options lapsed. The transfer obligations under the share option schemes were covered by shares held in the treasury stock.

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