6.29 Related parties

Related parties for Heijmans can be divided into subsidiaries, associates, joint arrangements (joint ventures and joint operations), the members of the Supervisory Board and the members of the Executive Board. Transactions with related parties are conducted at arm’s length, on terms comparable to those for transactions with third parties.

Transactions with subsidiaries, associates, joint ventures and joint operations

Heijmans undertakes a number of operating activities together with related parties, including in the form of joint arrangements. Significant transactions in this context are the contribution of land holdings to joint arrangements and/or their financing. In addition, large and complex projects are carried out in partnership with other companies.

There are no transactions with the organisation’s management, with the exception of the remuneration discussed below. For information on the relationships with joint ventures and associates, see note 6.13

The Group’s share in the revenue and total assets of joint operations is analysed by segment below:

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Remuneration of Supervisory Directors

All Supervisory Directors receive a fixed annual fee that is not dependent on the results in any single year. They also receive a fixed or variable expense allowance. They have not been allocated any options or depositary receipts for shares. As at year-end 2023, the members of the Supervisory Board owned a total of 27,334 depositary receipts for Heijmans shares (2022: 14,079). Mr Vollebregt holds 27,334 shares (2022: 14,079). None of the Supervisory Directors has any other business links to Heijmans from which they could derive personal gain.

The total payments granted to Supervisory Directors in 2023 and 2022 were as follows:

• 1Supervisory Director since 15 April 2015 and Chairman since 13 April 2016.
• 2Supervisory Director from 9 April 2008 to 13 April 2022.
• 3Supervisory Director since 6 December 2018.
• 4Supervisory Director since 15 April 2020.
• 5Supervisory Director since 14 April 2021.
• 6Supervisory Director since 12 July 2022.

Remuneration of members of the Executive Board

Fixed and variable remuneration paid to members of the Executive Board

The amounts paid out in 2022 and 2023 and the amounts payable in 2024 in respect of fixed and variable remuneration for the members of the Executive Board are as follows:

• *The gross fixed remuneration to be paid in 2024 will change, subject to the approval of the remuneration policy for the Executive Board by the General Meeting of Shareholders on 30 April 2024.

The variable remuneration payable in 2024 includes the long-term variable remuneration for the period 2021-2023 (see below).

Charges recognised in the statement of profit or loss relating to the remuneration of the members of the Executive Board

The composition of the remuneration paid to each member of the Executive Board is as follows:

• *Chairman of the Executive Board since 1 December 2016 and member of the Executive Board since 18 April 2012.
• **Member of the Executive Board since 1 September 2021.

The members of the Executive Board were awarded a short-term variable bonus for 2023 of 52% of the basic salary due to the targets achieved in 2023. For the period 2021-2023, the members of the Executive Board were awarded a long-term variable remuneration of 75% of basic pay, following achievement of the targets for this period. For more information, see to the remuneration report in the directors’ report.

Heijmans has reserved € 495,834 for variable remuneration for the members of the Executive Board relating to the periods 2022-2024 and 2023-2025 (2022: € 443,056 for the periods 2021-2023 and 2022-2024); € 283,334 has been reserved for Mr Hillen (2022: € 277,778) and € 212,500 has been reserved for Mr van Boekel (2022: € 165,278).

When he joined Heijmans, Mr Van Boekel was awarded a signing bonus of € 150,000 that vests in September 2024. The charge will be recognised through the statement of profit or loss on a straight-line basis during the period the bonus vests.

In order to bind directors to the Company for the long term and to encourage a focus on long-term value creation, with effect from 2010 a Bonus Investment Share Matching Plan has been applicable under which directors can opt to use part of their variable short-term remuneration to purchase Heijmans shares.

In April 2020, Mr Hillen and Mr Janssen, exercising 30% and 24% respectively of the short-term bonus awards for 2019, purchased 13,000 and 8,700 depositary receipts for Heijmans shares respectively. In the context of the Share Matching Plan, a conditional depository receipt was granted for each share acquired. These conditionally granted depositary receipts for shares vest after three years. The depositary receipts conditionally granted to Mr Janssen have lapsed in view of his retirement on 15 April 2021. Mr Hillen’s depositary receipts for shares vested after three years. In April 2023, the Group repurchased 13,000 shares and granted them to Mr Hillen; these shares are subject to a mandatory lock-up period of two years. The depositary receipts conditionally granted to Mr Janssen have lapsed in view of his retirement on 15 April 2021. The total charge associated with the granting of the shares is calculated at the time the shares are awarded and is recognised on a straight-line basis in the statement of profit or loss during the period in which the awarded shares are vested. In the statement of profit or loss for 2023, Heijmans recognised an amount of € 8,190 (2022: € 24,570) as a charge related to the shares granted in April 2020.

In April 2021, Mr Hillen acquired 5,500 depositary receipts for Heijmans shares with 23% of the awarded short-term bonus for 2020. In the context of the Share Matching Plan, a conditional depository receipt was granted for each share acquired. These depositary receipts for shares vest after three years. In the statement of profit or loss for 2023, Heijmans recognised an amount of € 25,117 (2022: 25,117) as a charge related to the shares granted in April 2021.

In April 2022, Mr Hillen and Mr Van Boekel, exercising 23% and 25% respectively of the short-term bonus awards for 2021, purchased 5,300 and 1,500 depositary receipts for Heijmans shares. In the context of the Share Matching Plan, a conditional share was granted for each share acquired. These shares become vested after three years. In the statement of profit or loss for 2023, Heijmans recognised an amount of € 30,408 (2022: 20,272) as a charge related to the shares granted in April 2022.

In April 2023, Messrs Hillen and Van Boekel purchased 6,000 and 4,750 depositary receipts for Heijmans shares for 30% and 25%, respectively, of the 2022 gross short-term bonus granted. In the context of the Share Matching Plan, one conditional share was awarded for each share purchased. These shares vest after three years. In the 2023 statement of profit or loss, Heijmans recognised an amount of € 34,304 (2022: nil) as a charge related to the shares granted in April 2023.

The pension scheme for Mr Hillen pertains to the pension scheme of the industry-wide pension fund and a defined-contribution plan. Mr Hillen also received annual compensation of € 6,538 (2022: € 38,532), adjusted for possible collective labour agreement salary increases, for the lapse of the early retirement pension scheme. Mr Hillen also received compensation of € 125,665 in 2023 (2022: € 129,667) for the loss of pension accrual on his salary over and above € 128,810, plus compensation of € 50,232 (2022: € 50,232) for the loss of the indexation in the Delta Lloyd average salary scheme. Mr Van Boekel received a fixed amount for pension expenses, which amounted to € 65,000 in 2023 (2022: € 65,000).

The pension charge is calculated in accordance with accounting policy 23.

As at year-end 2023, the members of the Executive Board owned a total of 91,578 depositary receipts for Heijmans shares. The ownership of these shares is partly a consequence of the Share Matching Plan as described above and partly the result of the purchase of shares by members of the Executive Board. The ownership of depositary receipts for Heijmans shares by the individual members of the Executive Board at year-end 2023 was as follows:

Shares owned on 31 December