Annual Report 2019

Overview remuneration policy

Management Board Policy

Objective & principles

The objective of the remuneration policy (‘the policy’) is to recruit, motivate and retain qualified employees, including the Management Board members who enable Beter Bed Holding N.V. to achieve sustainable value creation that it strives for.

The following principles are kept in mind while drawing the policy:

  • Discouraging excessive short-term risk taking & encouraging long-term shareholder engagement.
  • Enterprising in nature to attract qualified candidates for the Management Board.
  • Maintaining a reasonable in ratio with other members of management.
  • Taking into account the social context, corporate governance structure and interests of stakeholders.

Composition of the remuneration package

The remuneration of the Management Board consists of the following competitive elements:

  • A base salary.
  • Participation in a short-term variable pay scheme.
  • Participation in a long-term share option scheme, which also requires that all share options granted be used for the purchase of shares.
  • Pension benefits.
  • Other employment benefits.

Peer group

Remuneration levels are based on a benchmark comparison with a peer group at least every three years and is reviewed annually. This helps to determine the overall competitiveness of the Management Board remuneration and gives an appropriate reflection of relevant competitive markets. The selection of the peer group is discussed and approved by the Supervisory Board.

Supervisory Board Policy

Objective & principles

The objective of this remuneration policy is to recruit, motivate and retain qualified persons as Supervisory Board members, who supervise and support Beter Bed Holding N.V. in the achievement of its strategic objectives and realise the sustainable value creation that the Company strives for.

To this end, the policy offers Supervisory Board members a remuneration package that reflects the time spent and responsibility required for the role. A reference point for an adequate remuneration level and fitting remuneration structure is derived from a benchmark of Dutch listed companies of comparable size and complexity with a two-tier board structure.

Compensation of the remuneration package

Remuneration of the Supervisory Board is not dependent on the results of the Company. The policy offers fixed annual fees in cash only:

  • A base fee for all members of the Supervisory Board.
  • An additional base fee for the Chair of the Supervisory Board.
  • A committee fee for membership of the committees of the Supervisory Board.

The remuneration policy for Management Board and Supervisory Board is published on the Company’s website. There were no changes to this policy in 2019. On 1 December 2019 the Dutch law passed an implementation of the EU Directive as regards the encouragement of long-term shareholder engagement and the provisions of this law have been taken into account in drafting this remuneration report. A proposal to amend the remuneration policy to align this with the new legislation will be presented during the Annual General Meeting scheduled for 13 May 2020.