Remunerations of the Executive Board

The key objective of the NR remuneration policy is that this policy should enable the Supervisory Board to attract and retain well-qualified members for the Executive Board. The remuneration policy is aimed at supporting and furthering NS’s objectives and strategy. The remuneration policy also reflects NS’s public status.

Objectives and principles

  • Given that the Dutch State is the sole shareholder, the remuneration policy is based on the principles for the remuneration policy of state participations.

  • The determination of job grades is an important element in determining levels of remuneration.

  • To determine remuneration levels for the Executive Board, a market comparison is used based on two reference markets: the public and semi-public sector (AMC, the Tax and Customs Administration, GVB, Havenbedrijf Rotterdam, the Ministry of Infrastructure and Water Management, ProRail and Vitens) and the Dutch private sector, using weights of 60% and 40% respectively.

  • When determining the remunerations of the members of the Executive Board, allowances are made for the effect of remunerations policy on long-term value creation.

  • The NS remuneration policy satisfies the best practice stipulations on remuneration in the Corporate Governance Code.

Remuneration components

  • Base salary

  • Variable remuneration

  • Pension

  • Benefits

The financial statements contain a table on page 180 showing all the remuneration components.

Base salary

In 2017, the gross annual base salary including the holiday allowance for the members of the Executive Board was as follows:

 

Position

Annual base salary (€) on 31/12/2017

Base salary received (€)

Mr R.H.L.M. van Boxtel

CEO

457,662

449,944

Mr H.L.L. Groenewegen

Finance Director

358,950

352,898

Ms M.E.F. Rintel

Director of Operations

358,950

352,898

Ms S.M. Zijderveld

Chief Governance, Risk & Compliance Officer

358,950

352,898

Mr T.B. Smit

Commerce & Development Director

358,950

265,178

The difference between the fixed annual income and the fixed income received comes from the fact that the salaries were increase by 2.3% as of 1 October 2017 as a result of the collective labour agreement. This is in line with the remunerations policy. For Tjalling Smit there is also a difference because his employment at NS only started on 1 April.
The overall income of the employee with the highest base salary, namely the CEO, is nine times the median value of the salaries of all NS staff in the Netherlands[1].

  • 1All staff at NS and Abellio Transport Holdings BV are included in the calculation
    The calculation is based on the following components: the base salary, variable remuneration and pension costs
    The above components apply to both the staff and the CEO
    Both full-time and part-time staff are included in the calculation.

Variable remuneration

All members of the Executive Board have explicitly waived the right to variable remuneration in their employment contracts.

Pension

All members of the Executive Board are also members of the NS pension plan. The employer’s share of the pension costs for the entire Executive Board was €68,547 in 2017 (2016: €43,728). The employer's contribution is two thirds of the total pension costs.

 

Position

Pension costs (€)

Mr R.H.L.M. van Boxtel

CEO

14,431

Mr H.L.L. Groenewegen

Finance Director

14,431

Ms M.E.F. Rintel

Director of Operations

14,431

Ms S.M. Zijderveld

Chief Governance, Risk & Compliance Officer

14,431

Mr T.B. Smit

Commerce & Development Director

10,823

As required by legislation, pension accrual is capped at a salary of €103,317. NS and the trade unions have agreed to pay out a gross contribution in addition to the salary as an alternative for the cap on pension accrual. NS is allocating a gross contribution of 12% of the salary in excess of €103,317 to all current and new staff. A transitory measure applies to all employees who were 46 or older on 1 January 2015. They will receive a supplementary age-related contribution. The percentage in question will be determined as a once-only action. In 2017, members of the Executive Board received a contribution that was the same as in the above scheme for NS employees.

 

Position

Alternative for capping the pension accrual (€)

Mr R.H.L.M. van Boxtel

CEO

41,524

Mr H.L.L. Groenewegen

Finance Director

29,878

Ms M.E.F. Rintel

Director of Operations

32,368

Ms S.M. Zijderveld

Chief Governance, Risk & Compliance Officer

29,878

Mr T.B. Smit

Commerce & Development Director

22,523

Benefits

The benefits that apply to all other NS employees, including healthcare insurance schemes and transport facilities, also apply to the Executive Board members.

The benefits package for the Executive Board also includes an appropriate expense allowance, a lease car and the use of communication devices. The lease scheme offers the option of waiving the right to a lease car and being paid the gross lease amount instead. In addition, a chauffeur-driven car can be made available. This director's chauffeur-driven car is in principle only used for business purposes. By this NS also means the business traffic that is not directly associated with the employer-employee relationship, but where private use is unavoidable given the way it combines with the obligations associated with the employment relationship with NS. An additional tax liability is applied for the director's chauffeur-driven car because of this use that is not directly associated with the employer-employee relationship. As the additional tax liability is caused by private use that is unavoidable given the way it combines with the obligations associated with the employment relationship with NS, the Executive Board members receive a remuneration for the tax owed for the additional tax liability. This remuneration is designated as part of the Work-Related Costs Scheme and is therefore paid to the Executive Board as a net remuneration.

 

Position

Payment of lease amount (€)

Remuneration for additional tax liability regarding director's chauffeur-driven car

Mr R.H.L.M. van Boxtel*

CEO

-

13,662

Mr H.L.L. Groenewegen

Finance Director

15,720

3,540

Ms M.E.F. Rintel

Director of Operations

2,784

3,540

Ms S.M. Zijderveld

Chief Governance, Risk & Compliance Officer

15,720

3,540

Mr T.B. Smit

Commerce & Development Director

-

2,655

  • *Mr van Boxtel used the directors’ chauffeur-driven car in 2017 and this was compensated by waiving the gross payment of the lease amount.

The company does not extend any loans, advances or guarantees to members of the Executive Board.

Employment contracts

Members of the Executive Board are appointed each time for a period of four years at the most. Reappointments can be made each time for a period of four years.

 

Position

Date employment started

End of employment contract

Mr R.H.L.M. van Boxtel

CEO

1 August 2015

1 August 2019

Mr H.L.L. Groenewegen

Finance Director

15 September 2016

14 September 2020

Ms M.E.F. Rintel*

Director of Operations

1 November 2014

Unlimited period

Ms S.M. Zijderveld

Chief Governance, Risk & Compliance Officer

1 February 2016

31 January 2020

Mr T.B. Smit

Commerce & Development Director

1 April 2017

31 March 2021

  • *Ms Rintel already had a permanent employment contract. On 15 July 2016 she was appointed a member of the Executive Board.

All employment contracts with members of the Executive Board include a period of notice for the employer of four months. On termination of the employment contract at the initiative of NS, the termination payment cannot exceed one year’s base salary.