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Executive Management and if there is a change in the
control of the Company, the exit package can be 24 months’
fixed remuneration plus the pro-rata part of the variable
remuneration for the ongoing year.
There follows a summary of the fixed part of the
‑remuneration, the other components of the remuneration
(such as pension contributions and insurances) and the
variable part, as paid out in 2015 (excluding VAT):
★
★
bvba Eddy Duquenne
- Fixed remuneration
(1)
€ 538 242
- Variable remuneration
(2)
€ 260 000
- Outperformance bonus
(2)
€ 100 000
- Expense allowance
€ 9 000
TOTAL
€ 907 242
★
★
Mr Joost Bert
- Fixed remuneration
(1)
€ 350 120
- Variable remuneration
(2)
€ 189 500
- Outperformance bonus
(2)
€ 45 000
- Pension scheme
(3)
€ 10 424
TOTAL
€ 595 044
Long-term incentives
The goal of the 2007-2016 Share Option Plan (the ‘Plan’)
approved by the Board of Directors on 5 November 2007 and
enlarged on 25 March 2011 is to support and achieve the fol-
lowing corporate and human resources policy targets:
★
★
To encourage and reward the executive directors and
management staff of the Company and its subsidiaries,
who are able to contribute to the long-term success
and growth of the Company and its subsidiaries;
★
★
To assist the Company and its subsidiaries in attracting
and retaining directors and management staff with
appropriate experience and skills; and to link the interests
of the directors and management staff more closely to
those of the shareholders of the Company and give them
the possibility of sharing in the created value and growth
of the Company.
In 2008, the Chairman
(4)
and the members of Executive
Management were each allocated 346 540 options
(5)
.
Given that the granting of the share options is not based
on individual or company performance, they are not
considered to be part of the variable remuneration as
defined in the Companies Code.
In subsequent years various members of management
were allocated 587 500 options, of which 100 000 were
exercised and 100 875 expired.
In 2015 the Chairman and the Executive Management
exercised all the options allocated to them and 274 750
options were exercised by members of management.
At 31 December 2015, 111 875 granted options were still
outstanding.
A further description of the characteristics of these options is
provided in note 19 to the Consolidated Financial Statements.
Fiscal years 2016-2017
The Board of Directors will propose to the General Meeting
of 11 May 2016 the adoption of the 2016 Share Option Plan,
under which options on existing shares can be offered to
the Chairman of the Board of Directors, Executive
Management and eligible management staff of the
Company or its subsidiaries in order to enable the afore-
mentioned persons to participate in the long-term share-
holder value they will help create and so bring their
interests into line with the interests of the shareholders.
In granting the share options the Company’s goal is to be
able to attract, motivate and in the long term retain the
best management talent in the company.
Otherwise, the Company has no plans to introduce funda-
mental policy changes for the aforementioned fiscal years.
(1) Other than remuneration received as a member of the Board of Directors (which amounts to € 30 000 for each director)
(2) Received in 2015 for performances in 2014
(3) Mr Joost Bert participates in a supplementary pension scheme providing for an annual indexed fixed contribution
(4) In his former capacity of Executive Director
(5) The number at that time multiplied by five, with due consideration for the 2014 share split
Kinepolis Enschede (NL)
43
03 / MANAGEMENT REPORT
KINEPOLIS GROUP
ANNUAL REPORT 2015