NEINOR HOMES, S.A. This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
REPORT OF THE APPOINTMENTS AND REMUNERATION COMMITTEE OF NEINOR HOMES, S.A. ON THE AMENDMENTS TO THE REMUNERATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS 2022-2025
1. Introduction
Articles 518 and 529 novodecies of the Capital Companies Act, approved by Royal Legislative Decree 1/2010, of July 2, 2010 (the "CCA") establish the obligation for listed companies to have a remuneration policy for the members of the Board of Directors (hereinafter, the "Remuneration Policy" or the "Policy") approved by the General Shareholders' Meeting as a separate item on the agenda.
It has been deemed necessary to amend the existing Remuneration Policy, in order to update the description of the Company's long-term variable compensation plan, since the plan contained in the previous Policy, called the 2020 Long Term Incentive Plan (hereinafter "2020 LTIP"), ended in 2023, having been replaced by a new plan, the "Management Incentive Plan 2023 -2025" (hereinafter "MIP 2023-2025"), which was approved by the Board, with the favorable report of the Appointments and Compensation Committee, at its meeting held in writing on March 30, 2023.
Likewise, the references that existed in the Policy to the Executive Director other than the CEO are eliminated, since there is currently only one executive director, the Chief Executive Officer, as the other director who held that position, Mr. Jorge Pepa, resigned in April 2022.
For this reason, it is convenient to propose to the General Shareholders' Meeting the modification of the current Remuneration Policy, in the sense indicated above.
The proposal for modification of the Remuneration Policy by the General Shareholder´s Meeting must be submitted, duly motivated, by the Board of Directors, and must be accompanied by a specific report from the Appointments and Remuneration Committee.
For this reason, in accordance with Article 15 of the Board Regulations and 529 novodecies section 4 in relation to section 1 of the CCA, this report is issued by the Appointments and Remuneration Committee on the proposed amendment of the Remuneration Policy (the "Report").
The amended Compensation Policy is attached to this report as an Annex.
2. Purpose and general justification for the proposal
This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
The main purpose of the proposed amendments to the Directors' Remuneration Policy is to update the description of the Company's long-term variable remuneration plan and to eliminate certain references that are no longer applicable.
3. Detailed justification of the proposal
The following is a more detailed explanation and justification of the main changes proposed:
-
Long-TermIncentive Plan
The description of the Long-Term Incentive Plan 2020, which is no longer in force, is replaced and the main features of the new incentive plan, called Management Incentive Plan 2023-2025, are included. - References to the Executive Directors
References to Executive Directors are replaced by the CEO, since there is currently only one Executive Director, the Chief Executive Officer.
4. Effective date
The Directors' Remuneration Policy remains in effect for its original term, i.e. from its approval by the Ordinary General Shareholders' Meeting on April 13, 2022, and for the three fiscal years following the fiscal year corresponding to the date of approval, i.e. until December 31, 2025.
Any modification or replacement of the Policy during the period of its validity will require the prior approval of the General Shareholders' Meeting.
5. Conclusions
The Appointments and Remuneration Committee considers that the amendments included in the Policy, which consist of updating the description of the Company's long-term variable remuneration plan and the elimination of some references that are no longer applicable are duly justified and are necessary to eliminate the references that were in the Policy and that have become obsolete.
On this basis, the same has been submitted, with its favorable report, to the Board of Directors of the Company, who in turn submits it to the approval of the next Ordinary General Shareholders' Meeting, in accordance with current legislation.
In Madrid, on February 21, 2024.
This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
Annex
Directors' Remuneration Policy amended
This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
Remunerations policy for the members of the Board of Directors
This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
TABLE OF CONTENTS | ||
3. GOVERNING PRINCIPLES AND CRITERIA OF THE REMUNERATIONS
4.2. Annual fixed remuneration for the Directors as members of the Board | 11 | |
4.3. Retribución variable de los consejeros en su condición de tales | 12 |
5. REMUNERATION OF THE DIRECTORS FOR PERFORMING EXECUTIVE
DUTIES | 12 | |
5.1. | Annual fixed remuneration | 13 |
5.2. | Variable remuneration | 13 |
5.2.1. | Annual variable remuneration (bonus plan) | 14 |
5.3 | Main terms and conditions of the contracts of the executive directors | 21 |
. .................................................................................................................................................... | 21 | |
5.4. | Remuneration in kind | 22 |
5.5. | Appointment of new executive directors | 23 |
6. | GOVERNANCE MATTERS | 23 |
This document is a translation of an original text in Spanish. In case of any discrepancy between both
texts, the Spanish version will prevail.
6.1. Preparation, approval and review of this Remunerations Policy | 23 | ||
6.2. | Supervision and application of the Remunerations Policy | 24 | |
6.3. | Term of the Remunerations Policy | 25 | |
7. | EXPLANATION OF SIGNIFICANT CHANGES | 26 |
This document is a translation of an original text in Spanish. In case of any discrepancy
between both texts, the Spanish version will prevail.
1. BACKGROUND AND SCOPE OF THE REMUNERATIONS POLICY
This document reflects the Remunerations Policy for the members of the Board of Directors of Neinor Homes, S.A. ("Neinor" or the "Company") in compliance with the statutory requirements in the Consolidated Text of the Capital Companies Law, approved by Royal Legislative Decree 1/2010, of July 2, 2010 (hereinafter, the "Capital Companies Law") (the "Remuneration Policy" or the "Policy").
The Remunerations Policy has been prepared by the Company taking into account the significance of the Company, its financial status and market standards for comparable companies.
In this process, the Company has counted with the legal advice of Roca Junyent, S.L.P. In addition, the Company has received advice from Seeliger y Conde in the development of the Company's long-term variable compensation plan described in the Policy.
The remuneration programs defined below maintain a reasonable proportion to the relevance of the Company, its economic situation and the market standards of comparable companies and promote the Company's long-term profitability and sustainability. The remuneration policy also incorporates the necessary safeguards to avoid excessive risk - taking or rewarding unfavorable results, and to align the interest of the directors with those of the Company and its shareholders.
This Remuneration Policy, approved by the General Shareholders' Meeting in April 2022, was revised in 2023.The review of the Remuneration Policy has been carried out in order to update the description of the Company´s long-term variable compensation plan, called the 2020 Long Term Incentive Plan (hereinafter "LTIP 2020") ended in 2023, having been replaced by a new plan, the "Management Incentive Plan 2023 - 2025 (hereinafter "MIP 2023-2025"), which was approved by the Board, with the favourable report of the Appointments and Remunerations Committee, at its meeting held in writing without session on March 30, 2023.
Likewise, the references that existed in the Policy with regards to the Executive Director other than the Chief Executive Officer have been eliminated, since there is currently only
7
This document is a translation of an original text in Spanish. In case of any discrepancy
between both texts, the Spanish version will prevail.
one executive director, the Chief Executive Officer, due to the fact that the other director who held that position, Mr. Jorge Pepa, resigned in April 2022.
2. OBJECTIVES OF THE REMUNERATIONS POLICY
The Remunerations Policy is intended to define and control the remuneration programs of the Company relating to its directors in order to generate and increase the value of the Group for employees and shareholders, setting director remuneration in line with the size of the Group and establishing variable remuneration criteria aligned with the strategic business plan and the interests of the Group and measurable to adequately determine the degree of compliance.
In accordance with the above, the Remunerations Policy for the members of the Board of Directors seeks to establish an adequate remuneration scheme linked to the dedication and responsibilities assumed by the directors, and shall be applied to attract, retain and motivate the directors of Neinor. Also, the Remunerations Policy aims to encourage directors to meet the strategic objectives of Neinor, and its long-term sustainability, within the framework of its activity in accordance with current legislation.
3. GOVERNING PRINCIPLES AND CRITERIA OF THE REMUNERATIONS POLICY
In order to develop a good corporate governance framework, Neinor has considered appropriate to establish clear corporate governance principles to ensure that the remuneration strategy approved by the Board of Directors is implemented in accordance with the Company strategy, based on the principles of competitiveness and fairness, taking into consideration what is satisfied in the market in comparable companies by market capitalization.
In this respect, this Remunerations Policy shall be governed by the following principles:
3.1. Independent judgment
Remuneration shall be structured so that the independent judgment of non-executive directors is not compromised, with a special focus on the remuneration granted to independent directors.
8
This document is a translation of an original text in Spanish. In case of any discrepancy
between both texts, the Spanish version will prevail.
3.2. Attraction and retention of the best professionals
Through the Remunerations Policy, the Company aims to offer a competitive compensation that attracts and retains talent that contributes to the value creation for the Company.
3.3. Long-term sustainability
Remuneration shall be compatible with the Company's long-term business interests and strategy, as well as its values and goals, and shall include appropriate provisions to avoid conflicts of interest, excessive risk-taking and rewarding unfavourable results.
3.4. Transparency
The Remunerations Policy and the specific rules for the determination of the remuneration amounts shall be explicit and disclosed in advance.
3.5. Simplicity and individualization
The rules governing the management and determination of compensation shall be drafted clearly and concisely.
3.6. Fairness of compensation
Remuneration shall be consistent with the dedication, qualification, experience and responsibilities of each director and the functions and tasks performed by such director. Also, the remuneration paid by the Company shall maintain a balance between market competitiveness and internal fairness.
Likewise, the conditions of the other employees of the group have been taken into account so that the principles of the remuneration system for executive directors are aligned with the general remuneration programs of the group. In this sense, certain remuneration elements such as other additional components to the remuneration, or the remuneration systems referenced to the value of the Neinor Homes share may only be offered to executive directors when similar elements are accessible to other employees of the Group.
9
This document is a translation of an original text in Spanish. In case of any discrepancy
between both texts, the Spanish version will prevail.
4. REMUNERATION OF THE DIRECTORS
In connection with the remuneration payable to the members of the Board of Directors in their capacity as such, i.e., for the performance of their supervisory and decision-making functions within the Board of Directors, is intended to compensate them adequately and sufficiently for their dedication, qualification and responsibility, without compromising their independent judgment.
To that effect, Neinor has adopted a Remunerations Policy whereby only independent and "other external" directors have the right to receive compensation for the performance of their supervisory and collective decision-making functions, i.e., as members of the Board of Directors.
In accordance with Article 34 of the Bylaws of the Company, directors shall, as a general rule, be remunerated. Any such remuneration shall consist of three items, namely: (a) annual fixed remuneration; (b) attendance fees; and (c) share-based compensation or remuneration linked to the evolution of the share price.
The total amount payable by the Company as compensation to all of its directors for these three items may not exceed the relevant amount determined for these purposes by the General Meeting. The amount thus determined by the General Meeting shall apply unless and until the General Meeting approves other amount in accordance with applicable laws.
However, the determination of the specific amount to be paid to each director for these items within the maximum amount approved by the General Meeting shall be agreed by the Board of Directors in accordance with this Remunerations Policy. For such purpose, the Board shall take into account the office held by each director within the Board itself, as well as the membership and attendance of each director to any committees.
Finally, the Company shall pay for any premium due for any civil liability insurance policy taken out by the Company in respect of its directors upon customary market terms and commensurate with the circumstances of the Company.
4.1. Maximum amount of annual remuneration for directors
During the fiscal years in which this Policy is in force, considering all possible remuneration items, the maximum annual remuneration of all the Company's Board
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Neinor Homes SA published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2024 21:20:03 UTC.
