Remuneration report

Board of Directors remuneration policy in FY 2016

The remuneration policy for the Board of Directors, as revised by the General Meeting on 26 March 2015, continued to apply throughout FY 2016. The policy is in compliance with Dutch Law and article 17.10 of the Articles of Association and serves as a general framework to further detail the remuneration of the Board.

The aim of the Company’s remuneration policy is to ensure that the Company is able to attract, motivate and retain qualified and expert Board of Director members with the skills required to run a professionally managed company and to incentivise them towards the achievement of performance that enhances the value of the Company.

The underlying principle of the remuneration policy for FY 2016 and subsequent years is that the total remuneration of the Board of Directors should be in line with a labour market peer group of companies which engage in comparable activities and/or are similar in terms of size and/or complexity.

Compensation of Directors

Non-executive Directors
Non-executive Directors are entitled to activity-based fees for performing each major directorship activity in addition to reasonable out-of-pocket expenses incurred to execute such activities. The Presiding Director of the Board is entitled to a 30% increase on any activity fee mentioned above. Non-executive Directors who would be concurrently employed or contracted by the Company or a subsidiary of the Company will not be entitled to any compensation beyond the reimbursement of reasonable out-of-pocket expenses incurred to attend Board meetings. Currently, there are no non-executives employed by the Company.

Executive Directors
Executive Directors who are not employees of, or contracted to provide services to the Company, but are involved exclusively in the analysis and deliberation of decisions made or actions taken by the Executive Board, are entitled to a fixed monthly sitting fee in addition to reasonable out-of-pocket expenses.

The compensation package for the CEO currently consists only of a fixed salary component.

The compensation paid out to the Directors during the financial period under review is further detailed in note 34 to the consolidated Financial Statements.

Long-term incentive
In FY 2016, CreditAccess made the initial steps to introduce a long-term incentive plan (“LTI”) for the CEO and key employees. The LTI is considered to be an effective instrument to align the CEO and key employees with the core objective of the shareholders to achieve a qualified IPO, increase the value of CreditAccess’ shares overtime and reward long term commitments and targets achieved by the CEO and key employees. Introduction of the LTI is planned for FY 2017.

Pension plan
There is no pension plan for the members of the Board of Directors. The CEO is granted a pension allowance which is part of the gross salary as further specified in note 34 to the consolidated Financial Statements.

No loans, guarantees or the like are provided to/for members of the Board of Directors of CreditAccess.

Employment contracts
The members of the Board of Directors have been appointed for a period of three years. Paolo Brichetti and the Company entered a Chief Executive Officer agreement on 13 June 2015 for a period of three years and will therefore expire on 13 June 2018.