Remuneration of the Board of Management and Supervisory Board

The remuneration policy for the Board of Management proposed by the Supervisory Board was approved at the General Shareholders’ Meeting on 20 May 2005. The remuneration of the Board of Management is set by the Supervisory Board on the recommendation of the Remuneration Committee.

The remuneration report for 2012 will be published on Eneco Holding N.V.'s website.

Mr van der Linden was appointed statutory member of the Board of Management on 1 December 2012 to replace Mr Ruys who, following the sudden death of Mr Kras in December 2011, held the position of non-statutory member of the Board of Management in an acting capacity from 1 January 2012 to 31 December 2012.

The remuneration of the members of the Board of Management consists of a fixed salary and a variable salary. The variable salary amounts to a maximum of 20% of the total salary. In 2012, the variable salary was also dependent on performance criteria including socially-relevant results. The three main criteria for the variable salary were financial performance (including EBIT, credit rating ratios and cost savings), safety (LTIR) and the implementation of the sustainability strategy (including alignment of customers and employees as expressed in customer and employee satisfaction and sustainable purchases and investments). 

The pension agreements for Messrs de Haas, Rameau, Dubbeld and Van der Linden have been brought under Eneco Holding N.V.'s standard pension plan.

The current employment contracts with Messrs de Haas, Rameau, Dubbeld and Van der Linden are for an unlimited time with a period of notice for the company of four months. Messrs de Haas, Rameau, Dubbeld and Van der Linden have each been appointed as members of the Board of Management for a period of four years. Messrs Rameau, Dubbeld and Van der Linden are entitled to payment of 12 months salary and Mr de Haas is entitled to 24 months salary if dismissed by the company.

The Budget Agreement 2013 Tax Measures Implementation Act (Wet uitwerking fiscale maatregelen Begrotingsakkoord 2013) came into effect in 2012. One of the measures is that employers must pay a one-off 'crisis levy' of 16% of the salary from current employment (including any bonuses) that they paid their employees during 2012, insofar such wages exceeded € 150,000. Eneco is applying the interpretation of the Dutch Accounting Standards Board that the crisis levy is not part of the directors’ remuneration as it does not include an element of remuneration. The crisis levy for the directors charged to the result in 2012 was € 0.12 million.

Total remuneration was as follows:

Remuneration of the Board of Management

x € 1.000

Gross salary

Variable remuneration

Pension contributions

Total 2012

J.F. de Haas

472

114

80

666

C.J. Rameau

355

86

60

501

G.A.J. Dubbeld

297

58

43

398

M.W.M. van der Linden (from 1 December 2012)

20

3

23

Estate of D.J. Kras

84

84

Total

1,144

342

186

1,672

x € 1.000

Gross salary

Variable remuneration

Pension contributions

Payments termination employment

Total 2011

J.F. de Haas

454

90

72

616

H.J. Machielsen

192

73

52

353

670

C.J. Rameau

342

66

54

462

D.J. Kras

329

67

46

442

G.A.J. Dubbeld (from 1 april 2011)

189

24

213

Total

1,506

296

248

353

2,403

Remuneration of the Supervisory Board

The remuneration of the chairman of the Supervisory Board is € 36,500 per year. The other members of the Supervisory Board each receive an annual fee of € 28,700. Members of committees each receive an additional annual payment as follows:

Committee

Audit committee

5,200

Remuneration committee

3,150

Selection and appointments committee

3,150

Works Council committee

1,600

The fixed expense allowance is € 1,150 per annum.