Enexis Holding N.V. - Jaarverslag 2023

Remuneration policy EB

The remuneration policy for the EB of Enexis Holding was adopted on 5 December 2012 by the AGM and came into effect on 1 January 2013. In this policy, the decision was taken to set the remuneration for the EB within the framework of the Dutch Standards for Remuneration of Senior Officials in the Public and Semi-Public Sector Act (WNT). The SB carries out the remuneration policy for the EB.
The remuneration of EB members consists of a gross annual salary, a pension provision, and other employee benefits.

Fixed gross monthly salary

The remuneration level of positions with a comparable complexity and societal impact lies well above the absolute maximised norm of the WNT. Therefore, the decision has been taken to set the remuneration of the EB and the SB at the maximum level permitted by the WNT. A variable remuneration component has not been included in the remuneration policy.

Pension

The members of the EB participate in the pension scheme administrated by the Stichting Pensioenfonds ABP. This is in accordance with the pension rules that apply to the employees of Enexis. The EB members are required to pay a contribution for participation in this pension scheme.

Other employee benefits

The members of the EB are employed by Enexis Personeel B.V., a subsidiary of Enexis Holding N.V. In accordance with the remuneration policy that came into effect on 1 January 2013, an employment contract for an indefinite period has been entered into with the EB members. This policy deviates from the guidelines in the Corporate Governance Code. Currenlty, we see no reason for a policy in which fixed-term contracts are entered into with EB members, except where this explicitly concerns an ad interim position.

The point of departure is that the members of the EB do not fall under the Collective Labour Agreement (CLA) for Grid Operators and the company CLA of Enexis, which both apply to Enexis employees. However, relevant employment conditions that follow from these CLAs do apply insofar as they are WNT compliant. EB members are thus entitled to holiday and leave days, a pension scheme, and the occupational disability scheme in accordance with the Grid Operators collective labour agreement.
Other components of the remuneration policy are a fixed expense allowance, company car (if desired with a driver), accident insurance, and directors’ liability insurance.

Execution of remuneration policy

We re-examined our reporting and disclosures based on the Dutch Standards for Remuneration of Senior Officials in the Public and Semi-Public Sector Act (WNT) accountability as well as the remuneration policy in 2023. We consider transparency to be very important in our reporting and disclosures. However, the prescribed interpretation of the WNT and related regulations make this rather complicated.

As in 2022, the remuneration paragraph is included in the Enexis Holding N.V. annual report based on Book 2 of the Dutch Civil Code (in note 34). The WNT accountability will be included in the financial statements of the WNT institution within the Enexis Groep: Enexis Netbeheer B.V. In addition, a further explanation regarding the remuneration of the executive board and supervisory board will be included in the chapter 'Corporate Governance' of the annual report of Enexis Netbeheer B.V.

Liesbeth Kaashoek was appointed as COO ad interim with a temporary employment agreement for five months. Normally, EB members are employed by the Enexis Groep based on an employment contract for an indefinite period. Their remuneration is based on the remuneration maximum of the WNT for senior officials in the employment of the company (in 2023: € 223,000 a year). As Liesbeth is employed temporarily, this was a reason for us to align her remuneration with the remuneration maximum of senior officials not in the employment of the company. Therefore she has a remuneration of € 59.000 for the entire working period in 2023.

The table below provides more insight into the remuneration of the EB members. The total of the table is in accordance with the remuneration paragraph based on Book 2 of the Dutch Civil Code in the annual report of Enexis Holding N.V. in note 34.

In €	E.G. den Boer¹	R.B.A. van der Leeuw	J.K. Sanders	M.N.A.J. Vogt	M.E. Kaashoek	Total
Position details	CEO/Advisor	COO/CEO	CTO	CFO	COO a.i.
Start and end date of duties in 2023	01/01 - 31/12	01/01 - 31/12	01/01 - 31/12	01/01 - 31/12	1/11 - 31/12
Extent of employment (as part-time factor in FTE)	1.0	1.0	1.0	1.0	1.0	5.0
Remuneration
Salary expenses	199,726	194,198	200,050	194,565	54.821²	843,360
Tax addition for private use of lease car	0	5,889	0	5,527	0	11,416
Pension expenses	23,195	22,913	22,950	22,908	3,912	95,878
Taxable expense reimbursements	0	0	0	0	267	267
Subtotal	222,921	223,000	223,000	223,000	59,000	950,921
Social security contributions and reservation for leave³	14,781	14,979	10,938	13,829	341	54,868
Remuneration Enexis Holding N.V. (note 34)	237,702	237,979	233,938	236,829	59,341	1,005,789

Remuneration policy SB

The AGM set the remuneration policy for members of the SB on 18 April 2016. The maximum remuneration of the chairman of the SB is set at 15% and that of the members is set at 10% of the general maximum WNT remuneration level. The members are entitled to an expense allowance. Directors’ liability insurance has also been concluded for the SB members.

Unfortunately, Paul Rüpp had to lay down his duties as an SB member on 27 February 2023 due to health reasons. Later we received the sad news that Paul Rüpp passed away. He was succeeded by Wilma Mansveld, who has been a member of the SB since November 2023.

The table below provides more insight into the remuneration of the SB members. The total of the table is in accordance with the remuneration paragraph based on Book 2 of the Dutch Civil Code in the annual report of Enexis Holding N.V. in note 34.

In €	J.C.H.G. Arts	J.F.M. van Dijk	W.J. Mansveld	J.A. Nijhuis	P.L.A. Rüpp	C.M. Velthuis	Total
Position details	Member	Member	Member	Chairman	Member	Member
Start and end date of duties in 2023	01/01 – 31/12	01/01 – 31/12	23/11 - 31/12	01/01 – 31/12	01/01 – 27/2	01/01 – 31/12
Remunerations Enexis Holding N.V. (note 34)	22.300	22.300	2,383	33.450	3,544	22.300	106,277

1Evert den Boer stepped down as CEO on 21 August 2023. The reporting and disclosure requirements pursuant to Book 2 paragraph 383 of the Dutch Civil Code stipulate that the remuneration of a former EB member must be included and the remuneration is to be calculated over the whole year.
2Since the position is filled temporarily the social security contributions are part of the salary expenses.
3The reservation for leave hours pertains to the value of the leave hours allocated to senior officials in the calendar year, but which have not yet been taken.