Remuneration report for 2021

Remuneration policy

The current remuneration policy for the members of the Board of Management was adopted by the General Meeting of Shareholders of Stedin Group in 2020 and is aligned with the general maximum remuneration laid down in the Senior Executives in the Public and Semi-Public Sector (Standards for Remuneration) Act. The remuneration package consists of the fixed annual salary, consisting of 12 monthly salaries plus 8% holiday allowance, and additionally a number of other elements of remuneration that are partly at the option of the members of the Board of Management. The other elements of remuneration include the ABP pension scheme, 30 days of leave annually, group health insurance and invalidity insurance, a tax-free monthly expense allowance and a fully electric lease car. The fixed annual salary is determined with effect from 1 January of each year by the Supervisory Board, taking into account the current maximum remuneration under the WNT.

The general maximum remuneration under the WNT also provides the basis for the remuneration of the members of the Supervisory Board. In the remuneration policy for the Supervisory Board, it is laid down in accordance with the WNT that the remuneration for the chair and for the members of the Supervisory Board is 15% and 10% of the general maximum remuneration under the WNT, respectively.

Senior Executives in the Public and Semi-Public Sector (Standards for Remuneration) Act (Wet normering topinkomens, WNT)

The WNT is applicable to the business units Stedin Netbeheer B.V. and Enduris B.V. The members of the Board of Management, as the highest executive body of Stedin Netbeheer, qualify as senior executives of Stedin Netbeheer B.V. pursuant to the WNT. The director of DNWG Groep N.V. qualifies as a senior executive of grid manager Enduris B.V.

Until 1 July 2021, the members of the Board of Management were employed by Stedin Netbeheer B.V. and qualified as senior executives with employment. With effect from this date, their employment was transferred to Stedin Groep Personeels B.V. under the Energy Transition (Progress) Act (Wet Voortgang Energietransitie, Wet VET), and under the WNT, they qualify as senior executives without employment. Immediately upon commencement of his employment, the new CEO entered the employment of Stedin Groep Personeels B.V. with effect from 1 May 2021. Accordingly, Koen Bogers qualifies as a senior executive without employment from that date. The employment of Trudy Onland, together with that of the other members of the Board of Management, was transferred to Stedin Groep Personeels B.V. with effect from 1 July 2021.

The director of DNWG Group, like the Board of Management, is employed by a personnel company, and accordingly, he also qualifies under the WNT as a senior executive without employment. His work is performed on a 50% basis for Enduris and on the remaining 50% basis for infrastructure company DNWG Infra B.V., to which the WNT does not apply. However, DNWG Staff B.V. is an affiliated enterprise of Enduris B.V. Therefore, his total remuneration including DNWG Infra is disclosed in the Notes to the consolidated financial statements in a separate table, alongside the WNT remuneration relating to Enduris B.V.

The members of the Supervisory Board of Stedin Group qualify as senior supervisory directors under the WNT. The WNT transitional rules apply neither at Stedin Netbeheer B.V. nor at Enduris B.V.

In connection with his stepping down as CEO of Stedin Group, the Supervisory Board made agreements with Marc van der Linden on the termination of his employment. Marc van der Linden took a sabbatical from 16 July 2021; accordingly, his role as senior executive terminated with effect from that date in accordance with the WNT rules on employment. His employment was effectively terminated from 1 January 2022. In accordance with the maximum amount permitted under the WNT, Marc van der Linden was awarded a severance payment of €75,000, which was paid to him in monthly instalments during his sabbatical.

The reporting on the WNT remuneration of Stedin Group is part of the Notes to the consolidated financial statements, WNT compliance for 2020 by Stedin Netbeheer B.V. and Enduris B.V.

The WNT does not apply to other employees of Stedin Group, since they are employed by a personnel company and personnel companies are not subject to a requirement to report on other executives who receive remuneration exceeding the individually applicable threshold amount (the WNT standard of €209,000, calculated in proportion to the scope of the employment). As disclosing this information on an individual basis may constitute a breach of their privacy pursuant to the General Data Protection Regulation (GDPR), we do not report this information. Instead, we report the number of other employees who receive remuneration exceeding the individually applicable threshold amount. In 2021, no employee of Stedin Group received remuneration above the individually applicable threshold amount. Since the remuneration package for Stedin employees directly under the level of the Board of Management was revised with effect from 1 January 2019, the number of other executives who receive remuneration exceeding the individually applicable threshold amount has decreased from five in 2018 to zero in 2021. The revision was aimed in part at preventing new instances of executives receiving remuneration exceeding the individually applicable threshold amount and reducing the number of executives who currently do so. The maximum salary, including 8% holiday allowance, for positions reporting to the Board of Management was €165,000 in 2021. Stedin Group also applies the maximum hourly rate under the WNT as the maximum rate for external staff hired to temporarily fill senior management positions. In 2021, that maximum was €199 per hour.

Pursuant to Section 4.2 of the WNT, Stedin has decided not to report on specific remuneration information on the grounds of Section 383(1) and Section 383c of Book 2 of the Dutch Civil Code. No rights to subscribe to or acquire shares in the capital of the company or a subsidiary have been granted to members of the Board of Management or Supervisory Board of Stedin Group. Nor have any loans, advances or guarantees been provided to the members of the Board of Management or Supervisory Board of Stedin by the company, its subsidiaries or the companies whose financial information is consolidated by Stedin.

Pay ratios

The ratio between the highest remuneration and the median remuneration decreased in 2021, for the fourth consecutive year. In 2021, the ratio was 3.29. That is 5.9% lower than the ratio in 2020, which was 3.50. Nonetheless, the decrease was less than in previous years. The highest remuneration decreased slightly compared with 2020. The decrease of 5.9% is almost entirely attributable to the 5.7% increase of the median remuneration.

The remuneration ratio was determined by reference to the annual pay for pension purposes of employees working at the business units that were part of Stedin Holding N.V. as at 31 December 2021. The annual pay for pension purposes is a uniform and objective remuneration concept that includes 12 months' full-time salary, 8% holiday allowance and variable payments, such as payments for on-call shifts and emergency repair shifts, one-off payments for service anniversary bonuses and payments at the end of the employment, among other things.