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Executive HR and Remuneration Services Michel Deboeck Bart Lombaerts
Section titleSubtitle
Future of Work – November 2018
Introduction
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• Board members
• Executive vs non-executive board members
• Independent board members
• Executive management / C-suite
• Governance & Society
• Shareholders
• Investors
• Proxy voters
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Who are your executives? Who are your stakeholders?
0.5-1 % of your entire population
Important role in
Corporate Governance
• How does your organization support the hierarchical top of your company in terms of HR?
• Who is the person responsible for HR for the executive committee, their direct reports, and the members of the board of directors?
• What is the quality of the HR services provided and what is the cost?
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Executive Remuneration Services, what are we talking about?
• Do you have the right people to drive your business?
• What are the leadership capabilities needed in the 21st century?
• Is your company appealing enough to attract new leaders?
• How will you design a successful remuneration policy for your leadership?
• Which are the developments in the legislative landscape?
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What are the challenges?
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Section titleSubtitle
Future of Work – November 2018Future of Work 6PwC
Relevant Topics for the future
Winning the war for talent with Culture & Leadership
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• There is a War for Talent going on in the 21st century, employees sit in the driving seat and choose their preferred employer based on culture and leadership. Are your leaders recognising the full scope of their accountability when it comes to engaging and retaining their people?
• Corporate responsibility isn’t just a nice-to-have, it’s a business imperative. To attract talent, companies need to push a strong ethical agenda. This is characterised by a strong social conscience, a sense of environmental responsibility, a focus on diversity, human rights and fairness of all kinds and a recognition that business has an impact that goes well beyond the financial.
• Trust is the basic currency underpinning business and employment. Companies have to place their societal purpose at the heart of their commercial strategy.
Decreasing birth rateFewer people entering the labour market
The Talent GapCompanies can’t find younger talents to replace older workers
48%Of Belgian CEOs are concerned about the lack of availability of key skills
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Remuneration policy • The policy has to be proposed to the AGM for
approval at least every four years or preceding a material change.
• Required content; the policy should contribute to the firm’s strategy/ LT interests and sustainable ambitions (1) and should describe the various director’s remuneration components + (non-) financial KPI’s (2).
• Employees’ pay ratio.
• …
• Published on the company’s website.
Remuneration report • The remuneration report of the most recent
financial year will be subject to the advisory vote of shareholders.
• Comprehensive overview of the remuneration awarded or due to each individual director in accordance with the remuneration policy.
• If the shareholders disapprove the remuneration report, the next year’s report will have to explain how the shareholders’ vote has been taken into account.
• Published on the company’s website for 10 years.
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The revised EU shareholders’ rights Directive (SRD II)
• Ratio of fixed versus variable remuneration
• Drivers of variable pay – Short Term vs Long Term – financial vs non-financial KPI’s
• Typology of Long Term Incentives (RSU’s, PSU’s, Options,..)
• Pay for Performance (compensation vs TSR)
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Compensation design
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• “The company shall make an explicit choice regarding its governance structure an clearly communicate it”
The one-tier structure consists of the board of directors, which is authorised to carry out all actions that are necessary or useful to achieve the company’s purpose, except for those for which the general meeting is authorised by law.
The two-tier structure consists of the supervisory board and the management board. The supervisory board is responsible for the general policy and strategy of the company and all actions that are specifically reserved to it pursuant to the CCA. The management board exercises all management powers that are not reserved to the supervisory board.
• “The company shall remunerate board members and executives fairly and responsibly”
• More focus on Diversity, Talent, Succession, Sustainability (ESG goals) and the long term vision of the company
New code on Companies and Associations 1 May 2019: new code applicable to new companies
“Opt-in” for existing companies
1 January 2020: new code applicable to existing companies
Mandatory full alignment AoA at occasion of first change in AoA
1 January 2024: Final deadline to amend AoA
The 2020 Belgian corporate governance code
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How can we assist?
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Client PwC SPOC
Talent Professionals
Reward Professionals
Tax & Legal Professionals
Via a single point of contact, you get access to high quality professionals, who support your top management in the full spectrum of HR, with the highest quality at a lower price
Executive HR & Remuneration Services Our solution
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Executive HR & Remuneration Services Our solution
Helpling clients with Culture & Leadership, Corporate Governance, Executive Pay and Tax & Legal Services is our bread and butter
We bring the highest quality at a lower price
Executive Selection
Executive pay
Tax and (HR) Legal Compliance
Leadership Succession
Corporate governance
Leadership Development
PwC SPOC
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• Contact & Alignment with headhunters
• Executive Assessment
• Executive Selection
• Talent Review
• 360° Feedback
• Executive Coaching
• Executive Team Facilitation
• Executive Re- and Upskilling
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Our services offering
• Strategic Workforce Planning
• Executive Career path
Leadership Development:
Leadership Succession:
Executive Selection:
The packages you offer to your top executives should be carefully planned and aligned with what people want, but also comply with the rapidly changing tax and legal landscape and with corporate governance codes
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Reward, Tax & Legal Services: • Strategic reward
• Reward regulation & corporate governance
• Executive pay
• Meeting employee expectations & designing flexible reward packages
• Reward in deals
• Pay for performance
• Equal – salary certification
• Compliance services
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Our services offering
Michel [email protected]
Bart [email protected]
Ellen De [email protected]
Maxime [email protected]
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Contacts
© 2019 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details.
Thank you
