Heijmans N.V. 2022 Remuneration report

This report, which must be regarded as a report in the sense of Article 2:135b Dutch Civil Code and in the sense of principle 3.4 of the Dutch Corporate Governance Code, explains the implementation of the remuneration policy for the Executive Board and the remuneration policy for the Supervisory Board. The policy was adopted by the Annual General Meeting of Shareholders (hereinafter: the AGM) on 15 April 2020 and is applicable in 2022. The remuneration policy of both the Executive Board and the Supervisory Board is published on the company’s website and is briefly explained below.

The report is structured as follows:

1. Basic principles of the remuneration policy for the Executive Board and Supervisory Board

2. Main points of the remuneration policy for the Executive Board

3. Implementation of the remuneration policy for the Executive Board in 2022

4. Main points of the remuneration policy for the Supervisory Board

5. Implementation of the remuneration policy for the Supervisory Board in 2022

6. Evaluation of remuneration policy and intentions for 2023

7. Advisory vote Annual General Meeting of Shareholders

1. Basic principles of the remuneration policy for the Executive Board and Supervisory Board

Heijmans has the mission of creating a healthy living environment. The company wants to be a trendsetter when it comes to innovation and works towards that mission on the basis of a distinctive vision and in-depth knowledge and skill. This strategy is aimed at making business processes Better and Smarter and at social responsibility towards increasing Sustainability. This creates long-term value for all stakeholders and, in the form of sustainable homes and sustainable construction processes, makes a significant contribution to employment and the economy for society as a whole.

In order to determine and implement this strategy, Heijmans must be able to attract, motivate and retain expert directors and supervisory directors of the right calibre. The remuneration policy lays down the basis for that and as such is instrumental in realizing the strategy and value creation. A basic principle of the remuneration policy is that it must not evoke undesirable stimuli, such as behaviour focused on personal interests or taking risks that are in conflict with the company’s risk profile. In this light, part of the remuneration, namely the long-term variable remuneration and the Share Matching Plan, is focused on long-term commitment. Heijmans endorses the principles and best practice provisions relating to the remuneration of directors and supervisory directors as identified in the Dutch Corporate Governance Code and follows those in its policy and in this report.

Following the development of the policy, the Supervisory Board each year reviews the policy to assess whether it needs to be adjusted.

For the Remuneration Policy of the Supervisory Board and Executive Board, also see: https://www.heijmans.nl/nl/over-heijmans/corporate-governance/codes-statuten-en-reglementen/

2. Main points of the remuneration policy for the Executive Board of Heijmans N.V.

2.1 Remuneration level

Heijmans offers the members of the Executive Board a remuneration package that is balanced and fair, both from an internal perspective, in the sense that the remuneration reflects the required competencies and responsibilities relative to other job levels, and from an external perspective, in the sense that the remuneration is comparable to the pay for a comparable board position at similar companies. The Supervisory Board includes both the internal and external reference points in its determination of the remuneration level. The external reference point is the benchmark that has been carried out for the formulation of the policy. The internal reference point is determined by the remuneration level of, in particular, the layer below the Executive Board. The internal reference point is taken into account in the sense that a connection is made between the objectives for variable remuneration that apply to members of the Executive Board and members of the management layer below it. The remuneration of the management layer reporting to the Executive Board is determined on the basis of a benchmark that is also used to maintain a proper remuneration ratio between board members and management.

Scenario analyses have been carried out and taken into consideration when formulating the remuneration policy.

2.2 Remuneration package

• an annual salary;

• a contribution to the accrual of a pension provision;

• short-term variable remuneration that rewards predetermined performance objectives achieved on an annual basis;

• long-term variable remuneration that rewards predetermined performance objectives achieved over a three-year period;

• the opportunity to participate in the Bonus Share Matching Plan, which encourages the accrual of an equity interest and emphasizes commitment to the company.

In addition, every director receives an expense allowance and insurance contributions. They are also provided with a lease car.

2.3 Variable remuneration

The variable remuneration in both the short and long term is paid in cash. The short and long-term remuneration each amount to 50% of the annual salary if predetermined performance objectives have been fully achieved in the relevant year. If the objectives have been exceeded, the payment can rise to a maximum of 75%. If the performance remains below a predetermined minimum level, the payment is zero.

Conditions for the allocation of variable remuneration:

• If the company suffers a net loss in the year to which the variable remuneration relates, the unconditional allocation is deferred. If the company suffers another net loss in the following year, the right to variable remuneration lapses;

• The Supervisory Board has the right to finally review every allocation of variable remuneration for reasonableness.

• The entire variable remuneration is subject to a claw-back clause which provides that an allocated variable remuneration can be reclaimed if it emerges after the fact to have been allocated on the basis of incorrect information.

2.4 Bonus for long-term participation in shares

Members of the Executive Board are free to choose to participate in the Bonus Investment Share Matching Plan aimed at motivating directors for the longer term and bind them to the company. As part of this plan, they can invest up to 50% of (the net equivalent of) the short-term variable remuneration they receive in any given year in shares or depositary receipts for shares in Heijmans. The shares or depositary receipts for shares are blocked for three years after purchase. Provided they hold these depositary receipts for shares for three years and are still in office at the end of this period, the company will allocate one bonus depositary receipt, a so-called matching share, for every depositary receipt invested in. The matching shares are blocked for two years after allocation.

3. Implementation of the remuneration policy for the Executive Board in 2022

The Remuneration and Appointments Committee consists of Ms Martika Jonk, Chair, and Ms Ans Knape-Vosmer. The Remuneration Committee held six meetings in 2022, at which the usual annual items such as remuneration for the Executive Board members, the objectives in the context of the variable remuneration, the variable remuneration itself and the Bonus Investment Share Matching Plan were discussed. Current (legal) developments in the field of remuneration in general were also topics of discussion.

In applying the Executive Board remuneration policy in 2022, the Remuneration and Appointments Committee assessed the way in which the Executive Board implemented the company's strategic, financial and sustainability objectives.

The assessment of the objectives set takes into account not only general, economic circumstances, but also construction industry-specific circumstances, such as the nitrogen issue which is outside the company's sphere of influence.

On the advice of the Committee, the Supervisory Board has decided to allocate a short-term as well as long-term variable remuneration to the members of the Executive Board. This allocation is further explained in Section 3.3.

3.1 Table with an overview of remuneration by component

The gross fixed and variable remuneration paid in 2021 and 2022 and the amounts to be paid in 2023 to the members of the Executive Board are as follows:

The variable remuneration to be paid in 2023 is inclusive of the 2020-2022 long-term variable remuneration. The variable remuneration paid to Mr Van Boekel in 2021 concerns the remuneration allocated on entering employment (sign-on bonus), which will become unconditional in September 2024. The long-term variable remuneration allocated to him is based on the transitional model that applies pursuant to the Remuneration Policy.

The increase of the fixed agreed salary as of April 2020 from € 500,000 gross per year to € 550,000 gross per year was suspended in consultation between the Supervisory Board and A.G.J. Hillen due to the special circumstances that existed at the time as a result of the outbreak of the Covid pandemic and the decision to withdraw the dividend proposal. The increase was granted as of April 2021 with the increase that applied to the four-year term of appointment (2020-2024) being spread over three instead of four years.

The breakdown of the expenses per member of the Executive Board is as follows:

• 1Chairman of the Executive Board since 1 December 2016 and member of the Executive Board since 18 April 2012 
• 2Member of the Executive Board since 1 September 2021
• 3Member of the Executive Board from 30 October 2017 to 15 April 2021     

For a more detailed explanation of the above table, see note 6.29 of the Heijmans 2022 Financial Statements.

3.2 Fixed Remuneration

In 2022, the fixed remuneration of the members of the Executive Board was not adjusted compared to 2021.

The accrual of the old-age, survivor's and orphan's pension of Ton Hillen is in accordance with the conditionally indexed average salary sectoral pension fund scheme, in which pension is accrued on the gross fixed remuneration up to € 66,337 and payment starts at the age of 67. For the portion of the salary that exceeds this amount, up to € 114,866, this Executive Board member participates in a defined contribution scheme. Mr Hillen also receives compensation for the discontinuation of the early retirement top-up and the pension accrual on the salary part that exceeds € 114,866.

In deviation from what is stated above, Gavin Van Boekel receives fixed compensation for the accrual of a self-managed pension scheme.

There are no pension schemes for early retirement for the members of the Executive Board.

The expense allowance, including car costs, social contributions and the costs of the Share Matching Plan, are reported in the table in Section 3.1. For further details, please see the notes to the 2022 Financial Statements under Affiliates (6.29).

3.3 Variable remuneration

The variable remuneration acknowledges the achievement of the predetermined performance objectives over the year to which the report relates or over a period of three years. For both the short and long term, half of the award depends on quantitative financial objectives that are essential for the implementation of the strategy and half depends on the qualitative objectives that reflect progress in the implementation of the strategy.

At the start of each year, the Supervisory Board sets a minimum, target and maximum level for the various objectives. At the end of the year or at the end of the three-year period respectively, it is assessed to what extent these objectives have been achieved and what amount is awarded on that basis.

Of the financial performance criteria, the Supervisory Board selects the most relevant criteria at that time from a list of four included in the remuneration policy. The levels are determined in hard amounts or percentages. The qualitative criteria are derived from the ‘Better, Smarter and more Sustainable’ strategy and are determined in consultation with the Executive Board, whereby the Supervisory Board specifies the targeted level of progress and what it applies as the minimum and maximum.

The Supervisory Board assesses the extent to which the qualitative short-term and long-term objectives have been achieved on the basis of a written substantiation for each objective which is submitted by the Executive Board and has been reviewed by internal audit. That substantiation could be a KPI, bold statement, a description of the state of a particular objective with illustrative examples or a combination of these. Because the information on certain objectives qualifies as business-sensitive information, a description and score for each qualitative objective is not included in this report.

3.3.1 Short-term variable remuneration (annual remuneration)

For the year 2022, the Supervisory Board has chosen the underlying EBITDA and the average net debt as the most relevant financial objectives in the short term. The target levels are included in the accompanying table, which shows that these objectives were virtually maximally achieved, resulting on balance in a pay-out on the financial objectives of 35.3% of the fixed agreed-upon annual salary.

The qualitative objectives in the short term are focused on the implementation of the Better, Smarter and more Sustainable strategy, whereby a number of specific objectives have been formulated, such as reducing the number of accidents, increasing the number of internal appointments to key positions, the production of timber-frame homes in the context of developing industrial construction, further expanding the stacked building concept, CO₂ reduction and the sale of Horizon homes.

The Supervisory Board has assessed performance in relation to the above-referenced qualitative objectives on the basis of KPIs, other statistical information and explanatory information provided by the Executive Board, among other things. The Supervisory Board noted that for a number of objectives, including number of accidents and CO₂ reduction, there was no score or the score was below target. For other objectives, such as decline in IF rate and introduction of new data-driven services, the score was actually above target. On balance, the qualitative objectives were achieved in line with the ambition.

The financial and qualitative performance achieved resulted in a total pay-out percentage of 56.5% of the fixed agreed-upon annual salary.

• 1Note: If the score falls between the different levels, the remuneration is calculated linearly. Underlying EBITDA includes IFRS 16. Net debt is the average of four measuring points at the end of the quarter.

3.3.2 Long-term variable remuneration (three-year remuneration)

Allocation 2020-2022
The objectives for the long-term variable remuneration for the period 2020-2022 were assessed after this period.

A single financial objective applied to 2022 for the above-referenced three-year period:

• • A rolling average growth rate of 5% in the earnings per share over three years.

This objective was achieved at a maximum target level, which on balance results in a pay-out of a total of 37.5% on the financial objective.

Two aspects that together form a single objective were decisive for the allocation for the qualitative objective over the three-year period:

• A general objective that pertains to the profitable growth of the company, structural reduction of the number of accidents, further positioning of Heijmans as an innovative company and increasing diversity in terms of gender, age and cultural background.

• A strategic objective that pertains to the positioning of Heijmans Energy as an independent business unit, Matching Materials positioned with substantial trade volume, developed and applicable propositions regarding climate adaptation and biodiversity and the Business Concept Centre as cornerstone of Heijmans’ innovation in digital transformation.

Based on KPIs, other numerical information and explanations by the Executive Board, among other things, the Supervisory Board has determined that all sub-objectives have been realized in line with the ambition, whereby the entire objective has been realized in line with the ambition.

On balance, the above results in a pay-out on the qualitative objectives of 28.1% of the fixed agreed-upon annual salary.

The financial and qualitative performance achieved resulted in a total pay-out percentage of 65.6% of the fixed agreed-upon annual salary.

The following applies to the above table. The Supervisory Board sets the on-target level for each target and the extent to which these targets were or were not met is determined at the discretion of the Supervisory Board. This methodology does not change the composition of the long-term variable remuneration: this can be a maximum of 75% of the agreed fixed salary and the financial and qualitative targets each still account for 50% of the overall target.

3.4 Bonus Share Matching Plan

As part of the Bonus Share Matching Plan, the Executive Board members are given the opportunity to use maximum 50% of the short-term remuneration allocated to them to buy shares or depositary receipts for shares in Heijmans. The so-called matching shares are allocated after three years provided that the participant is still in office at that time. Ton Hillen has participated in the plan since taking office, Gavin van Boekel did so for the first time in 2022.

Following the unconditional granting of the matching shares, these are then subject to a lock-up period of two years.

In April 2022, 7,500 matching shares were allocated to Ton Hillen pursuant to his purchase in April 2019. The lock-up period of these shares expires in April 2024. In April 2022 he purchased 5,300 shares or depositary receipts for shares. These shares will be matched in April 2025, provided the conditions are met. Gavin van Boekel bought 1,500 shares or depositary receipts for shares in April 2022 which, if the conditions are satisfied, will be matched in April 2025.

3.5 Remuneration ratios and result trends

The table below shows the data in accordance with Article 2:135b(3)(e) Dutch Civil Code.

• 1Agreed fixed annual salary
• 2Short-term variable annual remuneration in accordance with the remuneration policy described in section 1 of this report.
• 3Long-term variable three-year remuneration in accordance with the remuneration policy described in section 1 of this report.
• 4For an explanation of pension expenses, see section 3.2 of this report.
• 5Car-related expenses, social charges and expenses related to share matching plan. For an explanation of the Share Matching Plan, see section 3.4 of this report.

Pay Ratio

In follow-up to best practice 3.4.1, part iv, the pay ratios between the Executive Board and other employees within the company have been calculated. The fixed agreed-upon remuneration including holiday allowance serves as the starting point, with 30 November 2022 as the reference date. The average fixed agreed-upon remuneration of the Executive Board members in office as of the reference date was compared to the reference group, which consists of all employees who have an employment contract with the company (Heijmans N.V.) or one of its subsidiaries in the Netherlands on the reference date. The average fixed remuneration of Executive Board members amounted to € 495,833 on the reference date (2021: € 487,500) compared to average fixed remuneration of € 62,214 (2021: € 60,055) for the reference group. Based on the above, the pay ratio can be expressed as 1:8 (2021: 1:8.1).

The Remuneration Committee takes the pay ratios into account in the proposals it puts to the Supervisory Board in relation to the individual pay packages for Executive Board members.

4. Main points of the remuneration policy for the Heijmans N.V. Supervisory Board

The remuneration policy for the Supervisory Board as it applied during the 2022 financial year was adopted by the AGM on 15 April 2020. The policy is aimed at being able to attract experienced and expert supervisory directors. That requires a competitive pay package. In accordance with best practice 3.3.1 of the Dutch Corporate Governance Code, the remuneration of supervisory directors must furthermore reflect the time commitment and responsibilities of the position. With the supervisory directors’ independent position in mind, their remuneration does not depend on the company’s results and the internal pay ratio is less relevant. In order to attune the remuneration to the time commitment and responsibilities:

• • the chair and vice-chair of the Supervisory Board receive higher fixed base compensation than (ordinary) members,

  • supervisory directors receive compensation for the work they do in committees on which they serve, in addition to the base compensation that all members receive,

  • committee chairs receive higher committee compensation than ordinary committee members.

In accordance with the remuneration policy adopted on 15 April 2020, the following amounts apply with effect from 2022 (incl. indexation as at 1 January 2022:

This compensation is adjusted annually as of 1 January on the basis of the Statistics Netherlands (CBS) all-items consumer price index.

For the Remuneration Policy of the Supervisory Board, also see: https://www.heijmans.nl/nl/over-heijmans/corporate-governance/codes-statuten-en-reglementen/

5. Implementation of the remuneration policy for the Supervisory Board in 2022

During the 2022 financial year, the Supervisory Board members received a fee in accordance with the policy set out in Section 4 of this report. The allocation of duties was as follows in 2022:

• Sjoerd Vollebregt, Chair.

• Ron Icke, Vice-chair of the Supervisory Board and Chair of the Audit and Risk Committee, stepped down as of 12 April 2022.

• Ms Martika Jonk, Vice-chair of the Supervisory Board and member of the Audit and Risk Committee. Chair of the Remuneration and Appointments Committee.

• Ms Ans Knape-Vosmer, member of the Remuneration and Appointments Committee.

• Arnout Traas, member of the Supervisory Board and Chair of the Audit and Risk Committee as of 13 April 2022.

• Allard Castelein, appointed as of 12 July 2022, member of the Supervisory Board and member of the Audit and Risk Committee.

From 2018 to 2022, the members of the Supervisory Board were compensated as follows:          

• 1supervisory director from 15 April 2015, chair from 13 April 2016
• 2supervisory director from 28 April 2010 to 15 April 2020
• 3supervisory director from 12 July 2022
• 4supervisory director from 1 July 2010 to 15 April 2020
• 5supervisory director from 1 April 2008 to 12 April 2022
• 6supervisory director from 6 December 2018
• 7supervisory director from 18 April 2007 to 10 April 2019
• 8supervisory director from 15 April 2020
• 9supervisory director from 14 April 2021
• 10supervisory director from 15 April 2020 to 12 November 2021

6. Evaluation of Remuneration policy and intentions for 2023

The Remuneration and Appointments Committee evaluated the remuneration policy for the Executive Board and Supervisory Board approved by the AGM in April 2020 and found its operation to be effective and balanced. The Supervisory Board has adopted the advice to leave the policy unchanged in 2022. Both the Supervisory Board and Executive Board consider it important that the remuneration of both bodies is in line with social developments in that area and the long-term value creation. The Executive Board started a recalibration of the strategy in mid-2022. The current strategic objectives and bold statement are formulated through 2023. The recalibrated strategy is expected to be rolled out by mid-2023. In that context, the Supervisory Board decided in consultation with the Executive Board to start a review of the remuneration policy for the Supervisory Board and Executive Board at the end of 2022 already so that any adjustments necessary or desirable to align the policy with the new strategy can be carefully considered. The remuneration policy of both the Supervisory Board and Executive Board will be submitted for approval at the 2024 AGM at the latest, in accordance with Article 2:135a Dutch Civil Code.

The remuneration of the Supervisory Board is adjusted in accordance with policy on the basis of the CBS all-items consumer price index. In deviation from the policy, the Supervisory Board decided to use an index of 6% (underlying inflation) from 1 January 2023 instead of the CBS consumer price index which is 10% for 2022.

The Remuneration and Appointments Committee, within the choices offered by the remuneration policy for the Executive Board, has submitted a proposal for the performance criteria for the short-term and long-term variable remuneration for 2023 and 2023-2025 for the Executive Board. Short-term financial objectives for 2023 are underlying EBITDA and average net debt. The qualitative objectives are derived from the strategy and pertain to, among other things, accident reduction, industrial construction and organisational quality. The financial long-term objective concerns the EPS. The qualitative objective includes the number of industrially built houses to be delivered and CO2 reduction.

The performance levels determined by the Supervisory Board for each of these objectives are considered to be competition-sensitive and will be accounted for retrospectively in the event of unconditional allocation.

7. Advisory vote Annual General Meeting of Shareholders report previous financial year

The 2021 remuneration report was presented to the AGM for an advisory vote on 12 April 2022, in accordance with the provisions of Article 2:135b Dutch Civil Code, with the proposal to adopt the 2021 remuneration report. The AGM subsequently adopted the 2021 remuneration report with 98.86%. In accordance with Article 135b(2) Dutch Civil Code, the company has taken this result into account in the preparation of this remuneration report in the sense that it has deduced from the result that the report is satisfactory and that it has established that no questions were raised, or comments made, in response to the remuneration report during the AGM.

Rosmalen, 17 February 2023