6.29 Joint operations and related parties

6.29a Joint operations

Some of the Group’s operations are carried out in joint operations in which the Group exercises joint control with third parties. This occurs in various segments in which the Group is active. These arrangements remain in force until a project is completed.

The Group’s share in the revenues, expenses and statements of financial position of joint operations in each segment is shown below:

6.29b Related parties

Related parties can be divided into subsidiaries, associates, joint ventures, the members of the Supervisory Board and the members of the Executive Board.

Transactions with subsidiaries, associates and joint ventures

Transactions with subsidiaries are completely eliminated in the consolidated financial statements and therefore will not be addressed in any more detail.

Royal Heijmans N.V. 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. For information on relationships with joint ventures and associates, please see to note ‘6.13 Joint ventures and associates’.

Apart from the remuneration explained below, there are no other transactions with the members of the Supervisory Board and the members of the Executive Board. 

Remuneration of Supervisory Board members

All Supervisory Board members 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 2024, one of the members of the Supervisory Board, Mr Vollebregt, owned a total of 28,001 depositary receipts for Royal Heijmans N.V. shares (2023: 27, 334). None of the Supervisory Board members has any business links to Heijmans from which they could derive personal gain.

The total payments granted to Supervisory Board members in 2024 and 2023 were as follows:

• *Supervisory Board member since 15 April 2015 and Chairman since 13 April 2016.
• **Supervisory Board member since 6 December 2018.
• ***Supervisory Board member since 15 April 2020.
• ****Supervisory Board member since 14 April 2021.
• *****Supervisory Board member since 12 July 2022.
• ******Supervisory Board member since 4 November 2024.

Remuneration of members of the Executive Board

Fixed and variable remuneration paid to members of the Executive Board

The amounts paid out to the members of the Executive Board in 2023 and 2024 and the amounts payable in 2025 in respect of fixed and variable remuneration 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 2025 includes the long-term variable remuneration for the period 2022-2024 (see below).

Expenses 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.

Based on its discretionary powers, the Supervisory Board has decided to increase the payout based on the short-term qualitative targets for both members of the Executive Board by €44, 000 gross due to the extraordinary performance of the Executive Board with regard to both the integration of Van Wanrooij and the continuity of Van Wanrooij’s business operations. This results in a payout on the total short-term variable remuneration of 87.3% for Mr Hillen and 89.9% for Mr Van Boekel, respectively, of the agreed fixed base salary. For the period 2022-2024, a long-term variable remuneration of 68.8% of the base salary has been awarded for the objectives achieved over this period. For further details, see the remuneration report in the annual report.

For variable remuneration over the periods 2023-2025 and 2024-2026, € 753,360 has been reserved for the members of the board of directors (2023: € 495,834 for the periods 2022-2024 and 2023-2025). A total of € 436,880 has been reserved for Mr Hillen (2023: € 283,334) and € 316,480 has been reserved for Mr Van Boekel (2023: € 212,500).

When he joined Heijmans, Mr Van Boekel was awarded a signing bonus of € 150,000, which vested in September 2024. The expense is recognised in the statement of profit or loss on a straight-line basis during the period until vesting.

Members of the Executive Board are free to choose to participate in the Bonus Investment Share Matching Plan, which is designed to motivate directors for the long term and to bind them to the company. Pursuant to this plan, they can invest up to 50% of (the net equivalent of) the short-term variable remuneration they receive in any given year in Heijmans (depositary receipts for) shares. The (depositary receipts for) shares are frozen after purchase for a period of three years. Provided that they hold these depositary receipts for three years and are still employed by the company at the end of that period, the company will award one bonus depositary receipt for shares for each depositary receipt in which they have invested, a so-called matching share. Once awarded, the matching shares are frozen for a period of two years.

In April 2021, Mr Hillen, exercising 23% of his short-term bonus awards for 2020, purchased 5,500 and 8,700 depositary receipts for Royal Heijmans N.V. shares. In the context of the Share Matching Plan, a conditional depositary receipt was granted for each depositary receipt acquired. Mr Hillen’s depositary receipts for shares vested after three years. In April 2024, the Group purchased 5,500 depositary receipts for shares and granted them to Mr Hillen; these depositary receipts for shares are subject to a mandatory lock-up period of two years. The total charge associated with the granting of the depositary receipts for 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 depositary receipts for shares are vested. In the statement of profit or loss for 2024, Heijmans recognised an amount of € 8,327 (2023: € 25,117) as a charge related to the depositary receipts for shares granted in April 2021.

In April 2022, Mr Hillen and Mr Van Boekel, exercising 23% and 25% respectively of their short-term bonus awards for 2021, purchased 5,300 and 1,500 depositary receipts for Royal Heijmans N.V. shares. In the context of the Share Matching Plan, a conditional depositary receipt was granted for each depositary receipt acquired. These depositary receipts for shares vest after three years. In the statement of profit or loss for 2024, Heijmans recognised an amount of € 30,408 (2023: € 30,408) as a charge related to the depositary receipts for shares granted in April 2022.

In April 2023, Mr Hillen and Mr Van Boekel, exercising 24% and 25% respectively of the gross short-term bonus granted for 2022, purchased 6,000 and 4,750 depositary receipts for Royal Heijmans N.V. shares. In the context of the Share Matching Plan, a conditional depositary receipt was granted for each depositary receipt acquired. These depositary receipts for shares vest after three years. In the 2024 statement of profit or loss, the Group recognised an amount of € 45,738 (2023: € 34,304) as a charge related to the depositary receipts for shares granted in April 2023.

In May 2024, Mr Hillen and Mr Van Boekel, both exercising 24% of the gross short-term bonus granted for 2023, purchased 4,200 and 3,100 depositary receipts for Royal Heijmans N.V. shares. In the context of the Share Matching Plan, a conditional depositary receipt was granted for each depositary receipt acquired. These depositary receipts for shares vest after three years. In the 2024 statement of profit or loss, the Group recognised an amount of € 27,772 (2023: nil) as a charge related to the depositary receipts for shares granted in April 2024.

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 € 0 (2023: € 6,538), adjusted for possible collective labour agreement salary increases, for the lapse of the early retirement pension scheme. Mr Hillen also received compensation of € 142,696 in 2024 (2023: € 125,665) for the loss of pension accrual on his salary over and above € 137,800, plus compensation of € 50,232 (2023: € 50,232) for the loss of the indexation in the Delta Lloyd average salary scheme. Mr Van Boekel received a payment equal to the employer’s contribution that would apply if he participated in the regular pension scheme for employees in the Construction & Infrastructure collective labour agreement. The contribution of € 69,070 comprises the premium for the Bpf Bouw pension plan in the amount of € 7,839, the defined contribution scheme in the amount of € 10,001 and the compensation for the loss of pension accrual on his salary above € 137,800 in the amount of € 51,230.

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

As at year-end 2024, the members of the Executive Board owned a total of 90,473 depositary receipts for Royal Heijmans N.V. shares (2023: 91,578). The ownership of these depositary receipts for shares is partly a consequence of the Share Matching Plan as described above and partly the result of the purchase of depositary receipts for shares by members of the Executive Board. The ownership of depositary receipts for Royal Heijmans N.V. shares by the individual members of the Executive Board at year-end 2024 was as follows:

Depositary receipts for shares owned on 31 December