Corporate governance

General

2008 remuneration policy

Management Board remuneration and contract terms

Overview remuneration of Management Board members

Remuneration of members of the Supervisory Board and Audit Committee

Overview remuneration of Supervisory Board members

Contract terms of Supervisory Board members

Summary of the 2008 remuneration report

General

Best-practice provision II.2.9 of the Code requires the remuneration report to include information on how the remuneration policy has been implemented in practice in the past year and provide an overview of the remuneration policy envisaged by the Supervisory Board for the coming year and subsequent years. The remuneration report can be found on BinckBank's website (www.binck.com). The 2008 remuneration policy which was adopted last year will provide the framework within which the Supervisory Board will determine the remuneration of the members of the Management Board for the years ahead.

The report of the Supervisory Board is required to include a summary of the remuneration report, which is presented here.

2008 remuneration policy

Remuneration elements

According to the 2008 remuneration policy, the total remuneration package for members of the Management Board should consist of the following elements:

• basic salary;
• short-term remuneration;
• long-term remuneration;
• pension scheme;
• participation in the applicable BinckBank car leasing scheme and reimbursement of mobile phone expenses.

Basic salary

2008 remuneration policy

The basic salary should be competitive and should take account of the duties and responsibilities of the chairman and other members of the Management Board.

The basic salary should accordingly be in the following range:

Chairman                             € 375,000 - € 450,000

                                           gross per annum

Members                              € 275,000 - € 325,000
                                           gross per annum

Implementation of 2008 remuneration policy

In accordance with the 2008 remuneration policy,
the gross basic salary is:

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Short-term bonus

2008 remuneration policy

The short-term bonus is allocated each year and paid in cash. The following performance criteria apply in respect of the short-term bonus:

• successful organisational integration of Alex Beleggersbank;
• successful European expansion of both the Retail and Professional Services divisions of BinckBank;
• completion of defined internal projects to optimise management of business processes and raise efficiency;
• successful development of business process outsourcing (BPO) activities;
• successful implementation of new HRM policy (PBS system);
• integration of BinckBank and Alex Beleggersbank IT systems.

If the Supervisory Board considers that all the performance targets have been met in a calendar year, a short-term cash bonus is awarded to the Management Board members for that year of 45% of their gross basic annual salary. Exceptionally good performance may be rewarded with a maximum short-term cash bonus of 65% of gross annual salary.

No short-term cash bonus is awarded in respect of a calendar year if the Management Board members fail to meet at least 80% of the financial targets for that year. If the Management Board members achieve at least 80% of the financial targets in a calendar year but do not meet all the performance criteria, a short-term bonus of up to a maximum of 45% of gross basic annual salary may be awarded at the Supervisory Board's discretion.

Implementation of 2008 remuneration policy

The quantitative target for 2008 of adjusted earnings per share of € 0.98 was not achieved, but the qualitative targets were met. The Management Board applied itself diligently to its tasks, including the integration of BinckBank and Alex Beleggersbank and the further professionalisation of the available expertise within the operational organisation, the IT organisation, the back office and various staff departments. By pursuing an appropriate credit policy, the Management Board was also able to lead the company very successfully past the abyss of the credit crunch. In accordance with the 2008 remuneration policy, the short-term cash bonus will therefore be:

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Long-term remuneration

2008 remuneration policy

On 1 January each year, a number of BinckBank shares ('phantom shares') are conditionally awarded to the members of the Management Board by way of a long-term performance bonus. The annual conditional award of phantom shares is equal to 45% of the Management Board member's gross basic salary for that calendar year at the closing price of BinckBank ordinary shares on NYSE Euronext Amsterdam on 31 December before the year of allocation. The annual conditional award of phantom shares entitles the Management Board members, three years from the date of the award, to payment of the value of the underlying BinckBank ordinary shares as at 1 January of the calendar year after the last calendar year of the three-year period (the 'value') if the following condition precedent has been met.

The condition precedent is related to BinckBank's total shareholder return (TSR) performance compared with that of the companies in the TSR reference group. On 1 January 2008, the TSR reference group comprised the following companies:

-    Avanza (Sweden)

-    Boursorama (France)

-    Comdirect (Germany)

-    DAB Bank (Germany)

-    E*trade Financial (United States)

-    Nordnet Securities (Sweden)

-    Optionsxpress (United States)

-    Schwab (United States)

-    Swissquote (Switzerland)

-    TD Ameritrade (United States)

The conditional award of phantom shares in any calendar year will only become unconditional if, averaged over the entire three-year performance period, BinckBank achieves a position in the top five of the reference group in terms of TSR. In that case, the value will be paid in the month of February as follows:

• if BinckBank reaches the top position in the reference group, 150% of the conditionally awarded number of phantom shares will be made unconditional;  
• if BinckBank achieves fifth position in the reference group, 100% of the conditionally awarded number of phantom shares will be made unconditional;
• if BinckBank is placed between first and fifth, the number of conditionally awarded phantom shares made unconditional will be calculated pro rata.

Implementation of 2008 remuneration policy

Taking into account the business and stock market profiles of the members of the peer group, the Supervisory Board decided to exercise its discretionary authority to modify the composition of the peer group, replacing Bourse Direct with DAB Bank. In terms of TSR, BinckBank ended 2008 in fifth place.

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Pension scheme

2008 remuneration policy

Management Board members participate in a defined benefit pension scheme, into which the company pays an annual premium amounting to 20% of the annual basic salary.

Implementation of 2008 remuneration policy

The members of BinckBank's Management Board participated in this scheme in 2008.

Participation in the applicable BinckBank car leasing scheme and mobile phone cost reimbursement scheme

2008 remuneration policy

The members of the Management Board are expected to participate in the applicable BinckBank car leasing scheme and mobile phone cost reimbursement scheme.

Implementation of 2008 remuneration policy

The members of BinckBank's Management Board participated in these schemes in 2008.

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Remuneration of members of the Supervisory Board and Audit Committee for the 2008 financial year

The General Meeting of Shareholders on 6 May 2008 resolved to grant the following remuneration with effect from 1 January 2008:

Supervisory Board

Annual remuneration:

-    chairman of the
     Supervisory Board                            € 40,000 gross

-    member of the

     Supervisory Board                            € 26,000 gross

Audit Committee

Annual remuneration for committee service:

-    chairman of the
     Audit Committee                              € 6,000 gross

-    member of the
     Audit Committee                              € 4,000 gross

The remuneration of the members of the Supervisory Board and the Audit Committee and the remaining terms of the contracts with the individual members of the Supervisory Board are summarised in the tables below.

Overview remuneration of Supervisory Board members

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