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Given the above and with due consideration for the long-
term improvement in the results of the existing core
businesses, the important steps taken in the implementation
of the expansion strategy and the great value created for all
stakeholders by the Executive Management in recent years,
it was decided to adjust the remuneration for the fiscal years
2015 and 2016 and to no longer make a distinction between
the variable remuneration and the outperformance bonus,
resulting in the packages below:
★
★
bvba Eddy Duquenne
- fixed remuneration:
€ 538 242
- maximum variable remuneration:
€ 400 000
- annual fixed expense allowance:
€ 9 000
TOTAL
€ 947 242
★
★
Mr Joost Bert
- fixed remuneration:
€ 350 120
- maximum variable remuneration:
€ 220 000
TOTAL
€ 570 120
The amount of the variable remuneration ultimately granted
to Executive Management depends on the fulfilment of the
annual management targets, which apply collectively to
Executive Management and comprise both quantitative and
qualitative targets.
In setting the targets for the fiscal year 2015, the Board of
Directors has decided to use the recurring EBITDA parame-
ter to determine the
quantitative management targets
as it
feels that this is a more relevant measure of the develop-
ment of value creation within the company than the net
current profit parameter that was previously used. The
development of the existing activities and the impact of the
integration of expansion projects will be taken into account
when assessing whether they have been attained. The goal
of the quantitative targets is to improve or at least maintain
the financial performance of the Group’s core businesses
and to provide stimuli for the attainment of synergies in
the expansion projects at recurring EBITDA level, with due
consideration for unforeseeable external factors.
The
qualitative targets
relate to the further expansion of the
company, the further development of the Talent Factory and
the further optimization of management reporting.
All targets were established to ensure that they help attain
not only the short-term goals but also the long-term goals of
the Group.
These targets were evaluated at the beginning of the fiscal
year 2016 and if they have been attained the variable
remuneration with regard to the performances in the fiscal
year under review will be paid out.
Application
In the
evaluation of the fiscal year 2014
, the Board of
Directors observed that, with regard to the qualitative
targets, the assumed milestones were achieved or at least
concrete progress was made. The Board also judged that,
despite the fact that the quantitative targets were not
attained completely, due consideration had to be given to the
strong performance of Executive Management in the core
businesses in difficult market conditions and the big steps
taken to ensure future value creation. In this context, after
the recommendation of the Nomination and Remuneration
Committee the Board decided to award the full variable
remuneration linked to qualitative targets and 83% of the
variable remuneration linked to quantitative targets, resulting
in a total sum of € 260 000 for Mr Eddy Duquenne and
€ 189 500 for Mr Joost Bert. With regard to the outper-
formance bonus, it was decided to award Mr Eddy Duquenne
€ 100 000 and Mr Joost Bert € 45 000, given the substantial
achievements of the expansion strategy (the acquisition of
the complexes in Madrid and Alicante (Spain) and the
acquisition of the Wolff Group), which have resulted in value
creation. The remaining balance of the outperformance bonus
for the fiscal year 2014, being € 65 000 for Mr. Duquenne, will
be awarded in 2016 when the underlying business cases of
the aforementioned projects have been completed.
Finally, it can be noted that, pursuant to contractual agree-
ments reached prior to 1 July 2009, in the event of the early
termination of the contract of one of the members of
42
03 / MANAGEMENT REPORT
KINEPOLIS GROUP
ANNUAL REPORT 2015