Remuneration Policy Supervisory Board Arcadis NV

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Remuneration Policy

Supervisory Board

Arcadis NV

Objectives

The remuneration policy for members of the Supervisory Board of Arcadis N.V. ('Arcadis' or the 'Company') serves to attract, motivate and retain diverse Supervisory Board members of the highest caliber in order to support and oversee the execution of our business strategy.

Remuneration elements

The remuneration of the members of the Supervisory Board consists of a fixed fee and a travel fee. Given the nature of the responsibilities of the Supervisory Board, the remuneration is not tied to the performance of the Company and therefore includes fixed compensation only. In line with the Dutch Corporate Governance Code, the members of the Supervisory Board do not receive any equity-based compensation.

Labor market reference group

The annual remuneration levels for the Supervisory Board are based on a benchmark analysis against the median of the following nine Dutch headquartered companies with significant international activities.

Dutch headquartered companies with significant international activities

Aalberts Industries

Fugro

AkzoNobel

SBM Offshore

ASM International

TKH Group

BAM

Vopak

Randstad

Total compensation

The following fixed annual fees are applicable:

Supervisory

Other

SusCo

committees

Board

AARC

ASC/RemCo1

(if any)

Chair

€ 95,000

€ 12,000

€ 10,000

€ 10,000

€ 10,000

Member

€ 60,000

€ 8,000

€ 8,000

€ 8,000

€ 8,000

AARC: Arcadis Audit and Risk Committee

RemCo: Remuneration Committee

ASC: Arcadis Selection Committee

SusCo:

Sustainability Committee

Travel fee

The following travel fees are applicable for members of the Supervisory Board:

  • € 2,500 for every visit for meetings that take place outside of the Supervisory Board member's country of domicile and does not involve intercontinental travel; or
  • € 4,000 for every visit for meetings that involve intercontinental travel; and
  • No travel fee is paid if the meeting takes place in the Supervisory Board member's country of domicile.

Share ownership

Any share ownership of (privately acquired) Arcadis shares by the Supervisory Board member is meant as a long-term investment.

Other committees

As is deemed necessary, the Supervisory Board may decide to introduce additional committees.

Members of the Supervisory Board participating in more than two committees will only be compensated for their membership of the two committees with the highest fees.

1 If a member of the Supervisory Board is in both the ASC and the RemCo, these memberships are considered one membership for the purpose of remuneration.

Remuneration Policy Supervisory Board Arcadis NV

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Other information

The Company will not grant any loans, advances or guarantees to Supervisory Board members. Arcadis provides Supervisory Board members with an indemnification for costs and expenses from and against claims, actions or lawsuits related to actions and/or omissions in their function as Supervisory Board Member of Arcadis.

In accordance with best practice provision 2.2.2 of the Dutch Corporate Governance Code, a member of the Supervisory Board shall be appointed for a period of four years and shall thereafter be eligible for reappointment for another four-year period. The member of the Supervisory Board may then subsequently be reappointed for a period of two years, which appointment may be extended by at most two years.

No arrangements on severance, clawback or change of control are agreed with members of the Supervisory Board.

Adoption, revision of and deviation from this policy

Adoption / revision

The remuneration policy for members of the Supervisory Board of Arcadis is, in principle, reviewed at least every two years by the Remuneration Committee at the instruction of the Supervisory Board.

To this end, the Remuneration Committee submits a proposal for the remuneration policy to the Supervisory Board (such policy to be adopted by the General Meeting). In their preparation of the remuneration policy, the Remuneration Committee takes into careful consideration the Company's identity, mission and values, the level of support of society and the time spent and the responsibilities of the members of the Supervisory Board. As part of the revision of this remuneration policy, the chair of the Remuneration Committee solicited input from a representative selection of shareholders,

shareholder representatives and representatives of employees. During these meetings, no comments were made that led to adjustment of the proposed changes to the remuneration policy.

If the General Meeting does not approve the proposed amendments to the remuneration policy, the Company shall continue to remunerate in accordance with the existing approved remuneration policy and shall submit a revised policy for approval at the subsequent annual General Meeting.

Deviation

In exceptional circumstances only, the Supervisory Board, as advised by the Remuneration Committee, may decide to temporarily deviate from this policy. Exceptional circumstances are only those situations in which deviation from the remuneration policy is necessary to serve the long-term interests and continuity of Arcadis.

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Arcadis NV published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 06:04:01 UTC.