H
68
Remuneration
tifilUE3
Ahold's remuneration policy is
prepared in accordance with the
Dutch Corporate Governance
Code and was adopted at the
General Meeting of Shareholders
on April 17, 2013.
Remuneration policy 2013
Overview of Total Direct Compensation
Ahold at a glance
Our strategy
Our performance
Governance
Finan
Investors
Ahold Annual Report 2013
Ahold's remuneration policy aims at attracting,
motivating and retaining the best-qualified talent.
The policy is reviewed annually. This year the
Supervisory Board decided on and shareholders
approved (on April 17, 2013), several changes to
the remuneration policy going forward. The aim
was to make the policy more effective by simplifying
it and increasing its transparency.
In addition, the adjusted policy aligns with Ahold's
Reshaping Retail strategy and better supports the
Company's pay for performance culture.
Ahold's remuneration policy is focused on Total
Direct Compensation, which is benchmarked
against a pre-defined peer group.
Purpose and link to strategy
Policy
Cha nges 2012 vs 2013
Determinations
Base salary
The base salary supports the
recruitment and retention of ExCo
members with the required skills
and experience to implement
Ahold's strategy.
K Base salaries are quoted in euros
and were reviewed in April 2013.
K None in policy, only regular salary increase.
Effective on January 1, 2013, base salaries were
increased as follows:
- CEO to €975,000 (1.0%)
- CFO to €615,000 (2.5%)
- COO Ahold USA to €650,000 (8.3%)
- CCGC to €537,500 (1.4%)
ExCo Incentive Plan
(EIP)
The EIP is aligned with the new Ahold
strategy and supports the Company's
pay for performance culture.
K Target level
(as of base salary): 100%
K Maximum bonus
(as of base salary): 150%
K Calculation of the annual
incentive: 90% based on
Ahold's financial results at year
end and 10% on responsible
retailing performance.
K A responsible retailing performance measure
has been added.
K The Return on Net Assets (RoNA) measure
has been replaced by operating cash
flow performance.
The financial performance resulted in a
financial multiplier of 89%.
The responsible retailing performance resulted in a
RR multiplier of 100%, which is adjusted by the
performance of the financial results.
The above resulted in the following EIP pay out:
- CEO: €867,750
- CFO: €547,350
- COO Ahold USA: €578,500
- CCGC: €478,375
Global Reward
Opportunity (GRO)
The use of shares in the GRO
program allows participants to
benefit from the value that has been
accrued during the course of the plan.
In addition, the GRO program helps
to align the global goals and Ahold's
local businesses.
K Target levels (as of base salary):
K CEO and COO Ahold USA:
185%
K CFO and CCGC: 150%
K A Return on Capital (RoC) performance hurdle
at vesting has been added.
K The link with the short-term performance is
no longer applied on the performance shares at
grant, but only on the conditional shares.
K Vesting period of three years for all conditional
and performance shares.
On April 18, 2013, the following numbers of shares
were granted:
- CEO: 147,281
- CFO: 75,325
- COO Ahold USA: 98,188
- CCGC: 65,834
On April 18, 2013, the following numbers of shares
have vested:
- CEO: 91,612
- CCGC: 30,472
Further details on the Management Board members' employment agreements, individual remuneration, pension, shares, and other interests in the Company are outlined in Notes 31 and 32 to the consolidated
financial statements.
