Remuneration policy EB
The remuneration policy for the EB of Enexis Holding N.V. was established by the AGM on December 5, 2012, and came into effect on January 1, 2013. This policy decided to set the remuneration of the EB within the framework of the WNT. The WNT legally applies only to the remuneration of the board of Enexis Netbeheer B.V., part of Enexis Group (Enexis Holding N.V. consolidated)
The SB is responsible for the remuneration policy of the EB, fitting within the legal framework and the established remuneration policy by the AGM. The remuneration for the members of the Executive Board consists of a gross annual salary, pension provisions, and other employment conditions.
Fixed gross monthly salary
In 2012, it was decided to set the remuneration of the EB and SB for their group-wide activities at the maximum level permitted by the WNT. The remuneration policy does not include a variable component.
Pension
The members of the EB participate in the pension scheme managed by Stichting Pensioenfonds ABP. This is in accordance with the pension rules applicable to the employees of Enexis. EB members must pay a contribution for participation in this pension scheme.
Other employee benefits
The members of the EB are employed by Enexis Personeel B.V., a subsidiary of Enexis Holding N.V. In accordance with the remuneration policy that came into effect on 1 January 2013, an employment contract for an indefinite period has been concluded with the members of the EB. This policy deviates from the guidelines of the Corporate Governance Code. At present, we do not see any reason for a policy of entering into fixed-term contracts with members of the EB unless it is explicitly for an ad interim position.
The starting point is that the members of the EB are not covered by the collective bargaining agreement (CBA) for Grid Operators and the Company CBA of Enexis, both of which apply to Enexis employees. However, the relevant conditions of employment resulting from these CBAs apply insofar as they are compatible with the WNT. For example, EB members are entitled to holiday and leave, a pension scheme and an occupational disability scheme in accordance with the collective agreement for network operators. Other components of the remuneration policy include a fixed expense allowance, a company car (with driver if required), accident insurance and directors’ liability insurance.
Implementation of remuneration policy
In 2024, we re-examined our reporting and disclosures based on the WNT and the 2024 Remuneration Policy. We consider transparency to be very important in our reporting and disclosures. However, the prescribed interpretation of the WNT and related regulations make this rather complicated.
As in 2023, the remuneration paragraph is included in the annual report of Enexis Holding N.V. (in note 33) based on Book 2 of the Dutch Civil Code.
The WNT accountability will be included in the financial statements of the WNT institution within the Enexis Groep: Enexis Netbeheer B.V.
Liesbeth Kaashoek worked as COO ad interim until 1 April 2024. Normally, EB members are employed by the Enexis Groep based on an employment contract for an indefinite period. Their remuneration is based on the maximum remuneration of the WNT for senior officials in the employment of the company (in 2024: €233,000 a year). As Liesbeth is employed temporarily, this was a reason for us to align her remuneration with the maximum remuneration of senior officials not employed by the company. Therefore, she has a gross remuneration of €92,400 for the entire working period in 2024.
On 1 April 2024, Han Slootweg took over the position of COO.
Mariëlle Vogt took an additional six weeks’ leave in March and April 2024. At the request of the SB, Mariëlle served as acting CEO for two extended periods in 2022 and 2023, in addition to her role as CFO. This involved additional effort, strain and time. Mariëlle performed this additional task well and satisfactorily. The SB is very grateful to her for this and saw fit to compensate her (to some extent) for this effort by granting her this leave of absence.1
Allocation of remuneration
On several occasions in recent years, the SB has considered the method by which the remuneration of the EB and SB is allocated to the various entities of Enexis Groep. In the remuneration report of the 2023 annual report, the SB announced its intention to evaluate the allocation method in 2024 to determine whether the method is still appropriate. This will be done in light of developments in the energy transition, including the challenges regarding the financing of the grid company and the strategic developments regarding heat and hydrogen.
The allocation of the remuneration to the different entities of Enexis Groep is determined on the basis of the part-time factor that the EB members work for the different entities. For the years 2021 to 2023, a generic allocation key has been used to determine the part-time factors. Evolving insights into the method for determining the part-time factor for the entities subject to the WNT led Enexis to revise this method in 2024. These insights stem, among other things, from the statements made by the Ministry of the Interior and Kingdom Relations in 2023, the publication of NBA Alert 47 in March 2024, various discussions in the SB’s Human Resources Committee and the application of different methods in the sector. Based on this, Enexis concludes that the part-time factor should be grounded in the actual recorded working hours of the EB. This revised method more accurately reflects the actual hours spent by the EB than the generic method applied in the years 2021 to 2023.
However, in 2024 there is nationally still a lack of clarity in the WNT regarding intra-group transfers. This uncertainty relates, in particular, to the determination of the part-time factor. The absence of a sufficient regulatory framework means that Enexis is forced to use its own assumptions and principles when calculating the part-time factor for 2024. Due to this lack of clear guidelines, it is impossible to determine the part-time factors for 2024 with complete reliability. As a result, the methodology for determining these factors may need to be adjusted once the WNT uncertainty is resolved. However, Enexis has carefully established its assumptions and principles to determine the 2024 part-time factors as reliably as possible.
The remuneration of the Executive Board and the Supervisory Board is included in the tables below. These tables also include the part-time factors for which the members have been employed, on the one hand for Enexis Netbeheer B.V. and on the other hand for the other group companies of Enexis.
For further details on the uncertainty in the WNT, please refer to the WNT accountability in the annual report of Enexis Netbeheer B.V.
Remuneration of EB at group level
The table below provides more insight into the remuneration of the EB members at the group level. The total of the table is in accordance with the remuneration paragraph based on Book 2 of the Dutch Civil Code in the annual report of Enexis Holding N.V. in note 33.
|
In € |
E.G. den Boer1 |
R.B.A. van der Leeuw |
J.K. Sanders |
M.N.A.J. Vogt |
M.E. Kaashoek |
J.G. Slootweg |
Total |
|
Position details |
Advisor |
CEO |
CTO |
CFO |
COO a.i. |
COO |
|
|
Start and end date of duties in 2024 |
01/01 - 31/12 |
01/01 - 31/12 |
01/01 - 31/12 |
01/01 - 31/12 |
01/01 - 31/03 |
01/04 - 31/12 |
|
|
Extent of employment (as part-time factor in FTE) |
1.000 |
1.000 |
1.000 |
1.000 |
1.000 |
1.000 |
|
|
Of which Enexis Netbeheer B.V.4 |
0.700 |
0.700 |
0.750 |
0.585 |
0.800 |
0.800 |
|
|
Of which other groupcompanies4 |
0.300 |
0.300 |
0.250 |
0.415 |
0.200 |
0.200 |
|
|
Remuneration |
|||||||
|
Salary expense including any tax addition for private use of a lease car and taxable expense allowances |
176,607 |
209,317 |
209,248 |
209,315 |
86,3372 |
157,367 |
|
|
Pension expenses |
25,283 |
23,683 |
23,752 |
23,685 |
6,063 |
17,701 |
|
|
Subtotal |
201,890 |
233,000 |
233,000 |
233,000 |
92,400 |
175,068 |
|
|
Of which Enexis Netbeheer B.V. |
141,323 |
163,100 |
174,750 |
136,305 |
73,920 |
140,054 |
|
|
Of which other groupcompanies |
60,567 |
69,900 |
58,250 |
96,695 |
18,480 |
35,014 |
|
|
Subtotal Enexis Groep |
201,890 |
233,000 |
233,000 |
233,000 |
92,400 |
175,068 |
|
|
Social security contributions and reservation for leave3 |
14,408 |
14,912 |
11,336 |
19,592 |
- |
8,493 |
|
|
Remuneration Enexis Holding N.V. (note 33) |
216,298 |
247,912 |
244,336 |
252,592 |
92,400 |
183,561 |
1,237,099 |
Remuneration policy SB
The AGM set the remuneration policy for members of the SB on 18 April 2016. The maximum remuneration of the chairman of the SB is set at 15% and that of the members is set at 10% of the general maximum WNT remuneration level. The members are entitled to an expense allowance. Directors’ liability insurance has also been concluded for the SB members.
The term of office of Carmen Velthuis ended on 25 April 2024. She was succeeded by Els de Groot, who has been a member of the SB since 25 April 2024.
The table below provides more insight into the remuneration of the SB members. The total of the table is in accordance with the remuneration paragraph based on Book 2 of the Dutch Civil Code in the annual report of Enexis Holding N.V. in note 33.
|
In € |
J.C.H.G. Arts |
J.F.M. van Dijk |
E.A. de Groot |
W.J. Mansveld |
J.A. Nijhuis |
C.M. Velthuis |
Total |
|
Position details |
Member |
Member |
Member |
Member |
Chairman |
Member |
|
|
Start and end date of duties in 2024 |
01/01 – 31/12 |
01/01 – 31/12 |
25/04 - 31/12 |
01/01 - 31/12 |
01/01 – 31/12 |
01/01 – 25/4 |
|
|
Remuneration Enexis Holding N.V. (note 33) |
23,300 |
23,300 |
15,979 |
23,300 |
34,950 |
7,385 |
128,214 |
|
Of which Enexis Netbeheer B.V.1 |
16,310 |
16,310 |
11,185 |
16,310 |
24,465 |
5,170 |
|
|
Of which other groupcompanies1 |
6,990 |
6,990 |
4,794 |
6,990 |
10,485 |
2,216 |