Remuneration policy for the EB
The remuneration policy for the EB of Enexis Holding N.V. was adopted by the AGM on 5 December 2012 and came into effect on 1 January 2013. This policy stipulates that the remuneration of the EB must be determined in accordance with the WNT. The WNT legally applies to the remuneration of the board of Enexis Netbeheer B.V., part of Enexis Groep (Enexis Holding N.V. consolidated).
The SB is responsible for the remuneration policy for the EB, in line with the legal framework and the remuneration policy adopted by the AGM. The remuneration for the members of the EB consists of a gross annual salary, pension provision, and other terms of employment.
Fixed gross monthly salary
In 2012, it was decided to set the remuneration for the EB and the SB for their group-wide activities at the maximum level permitted by the WNT. The remuneration policy does not include a variable remuneration component.
Pension
The members of the EB participate in the pension scheme administered by Stichting Pensioenfonds ABP. This is in accordance with the pension rules applicable to Enexis employees. EB members are required to pay a personal contribution for this participation.
Other employment conditions
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, permanent contracts have been entered into with the permanent members of the EB. This policy deviates from the guidelines in the Corporate Governance Code. We currently see no reason for a policy of entering into fixed-term contracts with members of the EB, except in the case of an explicit interim position.
As a starting point, members of the EB are not covered by the collective bargaining agreement (CBA) for grid operators and the Enexis Company CBA, both of which apply to Enexis employees. However, the relevant terms and conditions of employment arising from these CBAs apply to the extent they are compatible with the WNT. Members of the EB are therefore entitled to the holiday and leave days, pension scheme, and disability scheme provided for in the collective bargaining agreement for grid operators.
Other elements of the remuneration policy include a fixed expense allowance, a lease car (with a driver if required), accident insurance, and directors' and officers' liability insurance.
Implementation of remuneration policy
We attach great importance to transparency in our reporting and disclosures. However, the prescribed interpretation of the WNT and related regulations can make this difficult to achieve.
As in 2024, the remuneration of the EB and the SB is described in note 33 of the Annual Report of Enexis Holding N.V., based on Book 2 of the Dutch Civil Code.
WNT accountability will be included in the financial statements of the WNT institution within Enexis Groep: Enexis Netbeheer B.V.
Mariëlle Vogt (former CFO) left Enexis on 10 June 2025. As of 1 June 2025, the role of CFO is fulfilled by Marjanne van Ittersum. Mariëlle Vogt took leave from 11 June 2025 until the end of her employment on 11 August 2025.
Evert den Boer served as CEO of Enexis until 21 August 2023, after which he remained associated with Enexis as an advisor. Evert left the company on 3 April 2025.
Allocation of remuneration
In recent years, the SB has repeatedly considered the method for allocating the remuneration of the EB and SB to the various entities of Enexis Groep. In 2024, the SB evaluated the allocation method to determine whether it was still appropriate. This was done in light of developments in the energy transition, including the challenges surrounding the financing of grid operators and strategic developments regarding heat and hydrogen.
The allocation of remuneration to the various entities of Enexis Groep is determined based on the part-time factor applied to the EB members' work for those entities. Between 2021 and 2023, a generic allocation key was used to determine the part-time factors. New insights into the method for determining the part-time factor for institutions falling under the WNT led Enexis to revise this method in 2024. This evolving insight stems from, among other things, 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 HR Committee of the SB, and the application of different methods in the sector. Based on this, Enexis concluded in 2024 that the part-time factor should be grounded in the actual recorded working hours of the EB. This method was also applied in 2025.
In 2025, as in 2024, there remained a lack of clarity in the WNT regarding intra-group transfers. The lack of clarity in the standards relates, in particular, to the determination of the part-time factor. The lack of an adequate regulatory and legislative framework means that Enexis is forced to use its own assumptions and principles when calculating the part-time factor. The lack of clarity in the guidelines makes it impossible to reliably determine the part-time factors, and the method for calculating them may need to be adjusted once the uncertainty surrounding the WNT is resolved. However, Enexis has established its assumptions and principles for determining the part-time factors for 2025 as carefully and reliably as possible. The method for determining the part-time factors for 2025 is consistent with the method used in 2024.
The tables below show the remuneration of the EB and SB. These tables also include the part-time factors relating to members who have been employed by Enexis Netbeheer B.V. on the one hand and the other Enexis Groep companies on the other.
For further details on the lack of clarity in the WNT guidelines, please refer to the WNT accountability section in the annual report of Enexis Netbeheer B.V.
Remuneration of the EB at group level
The table below provides insight into the remuneration of the members of the EB at group level. The total presented in 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.A.J. van Ittersum |
J.G. Slootweg |
Total |
|
Position details |
Advisor |
CEO |
CTO |
CFO |
CFO |
COO |
|
|
Start and end date of duties in 2025 |
01/01 - 03/04 |
01/01 - 31/12 |
01/01 - 31/12 |
01/01 - 11/08 |
01/06 - 31/12 |
01/01 - 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.3 |
0.700 |
0.700 |
0.750 |
0.700 |
0.700 |
0.800 |
|
|
Of which other groupcompanies3 |
0.300 |
0.300 |
0.250 |
0.300 |
0.300 |
0.200 |
|
|
Remuneration |
|||||||
|
Salary expense including any tax addition for private use of a lease car and taxable expense allowances |
48,760 |
222,429 |
222,335 |
135,803 |
130,249 |
221,901 |
|
|
Pension expenses |
6,426 |
23,571 |
23,665 |
14,493 |
13,981 |
24,099 |
|
|
Subtotal |
55,186 |
246,000 |
246,000 |
150,296 |
144,230 |
246,000 |
|
|
Of which Enexis Netbeheer B.V. |
38,630 |
172,200 |
184,500 |
105,207 |
100,961 |
196,800 |
|
|
Of which other groupcompanies |
16,556 |
73,800 |
61,500 |
45,089 |
43,269 |
49,200 |
|
|
Subtotal Enexis Groep |
55,186 |
246,000 |
246,000 |
150,296 |
144,230 |
246,000 |
|
|
Social security contributions and reservation for leave2 |
2,997 |
24,482 |
11,834 |
7,109 |
9,774 |
15,221 |
|
|
Remuneration Enexis Holding N.V. (note 33) |
75,000 |
- |
- |
- |
- |
- |
|
|
133,183 |
270,482 |
257,834 |
157,405 |
154,004 |
261,221 |
1,234,129 |
Remuneration policy for the SB
The AGM adopted the remuneration policy for members of the SB on 18 April 2016. The maximum remuneration for the SB chair is set at 15% of the general maximum WNT remuneration level, and that of the other members at 10%. The SB members are entitled to an expense allowance. Liability insurance has also been taken out for them.
The table below provides insight into the remuneration of the SB members. The total presented in 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 |
Totaal |
|
Position details |
Member |
Member |
Member |
Member |
Chairman |
|
|
Start and end date of duties in 2025 |
01/01 – 31/12 |
01/01 – 31/12 |
01/01 – 31/12 |
01/01 - 31/12 |
01/01 – 31/12 |
|
|
Remuneration Enexis Holding N.V. (note 33) |
24,600 |
24,600 |
24,600 |
24,600 |
36,900 |
135,300 |
|
Of which Enexis Netbeheer B.V.1 |
18,450 |
18,450 |
18,450 |
18,450 |
27,675 |
|
|
Of which other groupcompanies1 |
6,150 |
6,150 |
6,150 |
6,150 |
9,225 |