Hybrid Software Group PLC Annual Report 2022 58 59 Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information Statement of implementation of remuneration policy in the following nancial year There are no significant changes in the way that the remuneration policy will be implemented in the next financial year compared to how it was implemented during this financial year. The remuneration policy will be voted upon during the next AGM to be held during 2023. REMUNERATION POLICY The information provided in this part of the Directors’ remuneration report is not subject to audit. The board determines the Group’s policy for employee, executive and non-executive remuneration and the individual remuneration packages for executive directors. In setting the remuneration packages, the board considers the pay and benefits that are offered to existing Group employees and the salaries, bonuses and benefits available to directors of comparable companies and the continued commitment to the Group through appropriate long-term incentive schemes, such as the award of shares and share options. The board did not consult with employees when drawing up the remuneration policy set out in this part of the report and no views about the policy have been expressed by shareholders of the Company to the board. Remuneration of executive directors Consistent with this policy, remuneration packages awarded to executive directors include a mix of basic salary and performance related remuneration that is designed to incentivise the director to achieve the Group’s strategic objectives. The remuneration packages usually include some or all of the following elements: • base salary, as agreed by the board; • bonus scheme, with performance measured against annually set targets and personal objectives all reviewed and approved by the board; • equity, by way of shares and share options; • other benefits, such as car allowance, company contribution into a personal pension scheme, private medical insurance, life assurance and long-term sickness insurance; and • recruitment fee, notice period for termination of contract or payments for loss of office. All of the above elements are negotiable between the board and the prospective director. There are no fixed term contracts and each director must resign and be reappointed at each AGM. In the forthcoming year the above policy will be applied. The bonus payment for the Executive Chairman, CEO and CFO is divided into 3 elements: • up to 40% for achieving the board approved revenue target • up to 40% for achieving the board approved EBITDA target and • up to 20% for achieving specific KPIs as agreed and signed off the Remuneration Committee. Remuneration of non-executive directors The fees paid to non-executive directors are determined by the board. The non-executive directors do not receive any other fixed forms of remuneration or benefits. Annual report on remuneration continued... CEO remuneration table The following table shows the CEO’s remuneration and percentage achievement of annual bonuses and long-term incentives over the past 5 years: Percentage change in remuneration of directors The table below shows the percentage change over the preceding year, in the base payment currency of remuneration for the directors and for all employees of the Group: For further information with regards to the changes in 2020 and 2021, please refer to the annual report for the relevant financial year. Relative importance of spend on pay The main operating expense of the Group is the cost of its employees due to the nature of the work of the Group. In order to attract and retain staff, pay and reward levels need to be competitive and commensurate with the highly technical skills that are required. The table below shows the amounts paid to employees (for continuing operations) and the amounts distributed to shareholders. 2018 2019 2020 2021 2022 Total CEO remuneration (in thousands of euros) 549 523 325 458 358 Annual bonus pay-out against maximum opportunity 100% 75% 87.5% 100% 21% Long term incentive vesting rates against maximum opportunity 100% n/a n/a n/a n/a Annual report on remuneration continued... 8 Michael Rottenborn joined the Group in January 2020 9 Joachim Van Hemelen was appointed a Director in September 2022. 10 Graeme Huttley resigned as a Director in August 2022. 11 Clare Findlay joined the Group in March 2019. 12 Luc de Vos joined the Group in February 2021 Salary and fees Benefits Bonus Director 2020 2021 2022 2020 2021 2022 2020 2021 2022 Guido Van der Schueren 0.0% 37.1% 0.0% 0.0% 0.0% 0.0% 100% 128.6% (75.0%) Michael Rottenborn8 n/a 12.0% 5.0% n/a 33.0% 0.0% n/a 47.0% (75.0%) Joachim Van Hemelen9 n/a n/a n/a n/a n/a n/a n/a n/a n/a Graeme Huttley10 2.0% 19.9% 5.0% 0.0% 0.0% 0.0% 75.0% 28.5% n/a Clare Findlay 11 0.0% 34.5% 5.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Luc De Vos 12 n/a n/a 0.0% n/a n/a 0.0% n/a n/a 0.0% All employees average 3.5% 1.8% 3.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% In thousands of euros 2022 2021 % change Staff expenses (see note 13 to the consolidated financial statements) 27,586 26,483 4.2% Dividends paid to shareholders - - 0%
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