Remuneration policy
Fagron’s remuneration policy complies with the Belgian Corporate Governance Code and the Shareholders’ Rights Directive (EU 2017/828) and determines the remuneration of the members of Fagron’s Board of Directors and of Fagron’s Executive Leadership Team. The remuneration policy strives to attract and retain talent and to offer fair and competitive remuneration. Furthermore, it is aligned with our business strategy, growth ambitions and long-term interests of our stakeholders.
The core principles of Fagron’s remuneration policy are:
1. Alignment with our business strategy
2. Alignment with our HR strategy
3. Balance between short-term and long-term objectives
4. Internal consistency
5. Competitiveness
6. Simplicity and transparency
In accordance with the Act of 28 April 2020 on the transposition of the Shareholders’ Rights Directive (EU) 2017/828, the remuneration policy will be put on the agenda of the General Meeting of Shareholders as a separate agenda item and presented to the General Meeting for approval at least once every 4 years. Fagron’s remuneration policy was most recently approved by the General Meeting of Shareholders on 8 May 2023. Read our 2023 remuneration policy for more details. Our 2024 remuneration policy can be found here. This policy has been submitted for approval by the General Meeting of Shareholders on 13 May 2024.
Remuneration report
Fagron reports on the application of our remuneration policy annually in a remuneration report that is included in our Annual Report as part of the Corporate Governance Statement. Upon advice of the Nomination and Remuneration Committee, the Board of Directors makes a proposal for the remuneration for its non-executive directors to the General Meeting of Shareholders. This proposal takes into consideration Fagron’s size and listing, the sector in which Fagron operates, relevant benchmarks against comparable companies and international market practices. Also, the non-executive directors’ general and specific responsibilities and the associated risks are taken into consideration.
Fagron’s non-executive directors do not receive any performance-based remuneration, nor any benefits in kind or benefits that are tied to pension schemes. For their activities as non-executive directors of Fagron, the chairman of the Board of Directors received an annual remuneration of €100,000, regardless of the number of Committees he is a member of. The other non-executive directors received an annual remuneration of €30,000, plus €7,200 for each Committee they are a member of. The executive directors do not receive any separate remuneration for their membership in the Board of Directors.
Upon advice of the Nomination and Remuneration Committee, the Board of Directors determines the remuneration for the members of the Executive Leadership Team (ELT). The remuneration is intended to attract, motivate, and retain highly qualified and promising management talent and to align the interests of the management and all stakeholders of Fagron. The level and components of the ELT members’ remuneration are analyzed annually by the Nomination and Remuneration Committee, considering relevant benchmarks and performance.
The remuneration package of the ELT members consists of a fixed remuneration, an annual bonus (short-term variable remuneration), a long-term variable remuneration and any additional benefits. The Nomination and Remuneration Committee assesses on an annual basis the remuneration levels, the remuneration structure and how the performance criteria for the annual bonus are met. It then submits a proposal to the Board of Directors for approval.
The most recent remuneration report covers 2023 and discloses the total remuneration paid to each of Fagron’s non-executive and executive directors over 2022 and 2023 and can be found in our 2023 Annual Report from page 125 and onwards
