General 

The Supervisory Board is responsible for the remuneration policy for both the Management and Supervisory Boards and for its implementation. The HR committee advises the Supervisory Board on this and prepares an annual remuneration report on the structure and application of the remuneration policy and the individual remuneration of the members of the Management Board and the remuneration of the Supervisory Board over the past year. This report is submitted to the General Meeting of Shareholders for an advisory vote. 

The aim of Bouwinvest’s remuneration policy for the Management Board is to provide remuneration in line with the market, so Bouwinvest can continue to attract, motivate and retain expert directors who will safeguard the continuity of the company, realise the company’s long-term objectives and drive high performance. The remuneration policy for the Management Board is in line with the remuneration policy for Bouwinvest employees, and based on a strategy, culture and organisation that recognises the interests of stakeholders in a broad sense as well as its social impact and responsibilities. This stems from Bouwinvest’s origins as an executive organisation for a pension fund, with an emphasis on collaboration and on achieving results in a socially acceptable and responsible manner. This requires a controlled remuneration policy in which the interests of clients are paramount for both the Management Board and staff, and in which team achievements outweigh individual interests. 

The policy level for the remuneration of the members of the Management Board is around the median level of a composite reference market, consisting of Dutch companies active in asset management and real estate. The total package must fit within the median level of this composite reference market. The remuneration levels of Management Board members are compared with going rates at least once every four years, to check whether the remuneration levels are in line with market practice. 

The Supervisory Board regularly assesses the fixed remuneration of Management Board members on the basis of the following: knowledge, insight and experience of the individual Management Board members; job evaluation; market comparison; indexation; social and market developments; progress made towards realising business plan targets, and the performance of the individual members of the Management Board. The Supervisory Board will also independently assess whether it is appropriate to index link the salaries of Management Board members following advice from the HR committee. 

The Supervisory Board has the discretion to deviate from the remuneration policy in (very) exceptional circumstances. The Supervisory Board did not deviate from the applicable remuneration policy in 2023. 

Management Board remuneration is based on fixed income and pension and there are no variable elements. 

Statutory Board of Directors 

Until 1 October 2023, the Statutory Board of Directors was made up of Mark Siezen, CEO and Rianne Vedder, CFRO. Henk- Dirk de Haan was named CFRO on 1 October 2023. Henk-Dirk de Haan has been appointed for a four-year period.

Statutory Board of Directors remuneration 

The total fixed remuneration for CEO Mark Siezen in 2023 was € 437,673. Total fixed remuneration for CFRO Rianne Vedder was € 267,548. Total fixed remuneration for CFRO Henk-Dirk de Haan as from 1 October 2023 was € 69,444. The remuneration of Mark Siezen and Rianne Vedder was not indexed in 2023.  

According to the Remuneration policy in 2023 an external renumeration level benchmark was carried out. Based on the results of this benchmark and the good performance in 2023, the renumeration of the CEO will be increased per 1 January 2024 to
€ 464,992. 

Pension plan 

Bouwinvest offers its employees a pension plan, which is managed by Personeelspensioenfonds APG (APG staff pension fund). The basic plan is an average pay scheme with accrual of fixed and variable components, a dependant’s scheme and an occupational disability pension. The basic scheme provides accrual over the pensionable income (income less franchise) with a mandatory maximum. Bouwinvest employees (including the Management Board) are compensated for any excess above this. 

Other employment terms and conditions 

Other employment terms and conditions include an appropriate fixed expenses allowance and a mobility allowance or lease car. Bouwinvest has taken out a Directors & Officers Liability Insurance in line with the market practices. The Management Board members are not granted any shares and/or rights to shares, nor do they receive any loans. 

Severance pay 

Compensation for involuntary redundancy amounts to a maximum of one year's income. For the rest, severance payments are made in line with the Dutch Work and Security Act. 

Total remuneration Management Board in 2023

In 2023, Bouwinvest paid an amount of € 2.1 million in remuneration for the (statutory and titular) members of the Management Board. Of this € 1.0 million was related to the remuneration of the statutory directors.  

Supervisory Board remuneration

The remuneration policy for the Supervisory Board aims to attract, motivate and retain expert supervisory directors, who supervise Bouwinvest to safeguard the continuity of the company and enable it to realise its long-term objectives. The remuneration for the members of the Supervisory Board is made up of a fixed annual amount which is not dependent on Bouwinvest’s results. In 2023, there were no changes to the applicable fees for the Supervisory Board members.

Remuneration Supervisory Board 2023

Members of the Supervisory Board receive no variable remuneration and are not granted any shares and/or rights to shares, nor do they receive any loans. Nor do the members of the Supervisory Board receive any other compensation, such as travel expenses or compensation for participating in committees or attending meetings. The chair of the Supervisory Board has the discretionary authority to reimburse exceptional expenses in whole or in part. Members of the Supervisory Board also benefit from directors' and officers' liability insurance coverage. These benefits are in line with market practice.