Grote Spectrum Encyclopedie
De Grote Spectrum Encyclopedie (uitgave Het Spectrum te Utrecht en verschenen tussen 1974 en 1980) is een encyclopedie die onderwerpen in 5000 grote artikelen afgerond behandelt (zoals het 'macropaedia'-deel in de Engelstalige Encyclopaedia Britannica) met een accent op de sociale wetenschappen.
Het werk is functioneel geïllustreerd met alle illustratries in kleur, destijds een novum voor een grote algemene encyclopedie in Nederland. Het werk telt twintig delen A-Z en vier registerdelen met verwijzingen naar trefwoorden binnen de behandelde onderwerpen. Het vierde registerdeel bevat tevens een uitvoerige bibliografie, die bij de artikelen zelf ontbreekt. Een supplement verscheen als deel 25 in 1984.
Inez van Eijk was van 1971-1972 redacteur en van 1972-1974 hoofdredacteur van de Grote Spectrum Encyclopedie.
De encyclopedie werd door een eigen team van ongeveer 40 verkopers huis-aan-huis aan de man gebracht, doorgaans op afbetaling. De totaalprijs van 2500 gulden werd dan afgelost in 60 maandelijkse termijnen van 60 gulden. Per verkoper werden er gemiddeld 5 series per week verkocht.
De opkomst van nieuwe opslagmedia in de jaren 1990 (cd-rom, dvd) haalde een streep door de plannen voor een tweede editie van de Grote Spectrum Encyclopedie. Wel is er in 2002 nog een geactualiseerd supplement verschenen.
The remuneration of members of the Executive Board is proposed by the Remuneration and Nomination Committee and established by the Supervisory Board, with due observation of the remuneration policy adopted by the General Meeting of Shareholders. The current policy has been adopted by the General Meeting of Shareholders on April 20, 2004 and amended on November 16, 2004, and April 19, 2005. Assisted by independent consultants, the Remuneration and Nomination Committee regularly reviews market developments; it recommends adjustments of the structure or the level of remuneration if and when it deems such changes necessary. The members of the Remuneration and Nomination Committee are selected among the members of the Supervisory Board. Currently the Remuneration and Nomination Committee is constituted by Mr. F.L.V. Meysman (Chairman), Mr. A.G. Jacobs, and Mr. R. Dahan.
VNU’s remuneration policy has to be internationally competitive. The remuneration system is designed to attract and retain highly qualified business people and to provide incentives for superior performance. The remuneration system also endeavors to align the interests of senior executives with the interests of shareholders. In order to evaluate Executive Board remuneration packages, they are compared with those of Dutch (amongst others Wolters Kluwer and Reed Elsevier), U.S. (e.g. IMS Health and McGraw-Hill) and other peer companies and competitors (e.g. Pearson and Thomson).
The remuneration structure for the Executive Board is designed to balance short-term operational performance with the longer-term objectives of the Company. The bonus targets and performance conditions reflect the key drivers for value creation and medium-to long-term growth in shareholder value. Variable pay is a significant part of the remuneration packages, because VNU is convinced that a significant variable remuneration component encourages the performance of the individual Executive Board members and of the Executive Board as a whole. Depending on where the Executive Board member is located, the relative importance of the variable versus the non-variable remuneration component can be different in individual remuneration packages. The performance criteria VNU applies to determine variable pay are in line with the Company’s corporate goals and internationally broadly accepted. Furthermore, in line with international best practice, VNU has decided to pay future long-term incentive plan awards in VNU shares instead of cash.
The Remuneration and Nomination Committee generally sets the performance criteria and target levels for each Executive Board member at the beginning of the performance period. Subsequently, at the end of the performance period, actual performance is measured and verified and the pay-out determined by the Remuneration and Nomination Committee.
Remuneration of
Members of the Executive Board
At present, both members of the Executive Board
reside in the United States. In the course of 2005,
Mr. R.A. Ruijter relocated from the Netherlands to
the United States.
On November 17, 2005 it was announced that Mr. R.F. van den Bergh would step down as CEO and member of the Executive Board. Mr. Van den Bergh has agreed to stay until the Supervisory Board has completed its search for a successor.
Base Salary
Base salaries are usually fixed in the currency of
the country where the member of the Executive Board
resides. In 2005 and 2004, base salaries of members
of VNU’s Executive Board were as follows:
| Base salary | Resident | 2005 | 2004 |
| R.F. van den Bergh | US | USD 778,500 | USD 768,635 |
| R.A. Ruijter (1) | NL/US | EUR 470,000 | EUR 39,167 |
Annual Bonus
In 2005, of the annual bonus, 75% was based on achievement by VNU of an Earnings per Share (EPS) target and 25% was based on achievement of individual targets (as reviewed by the Remuneration and Nomination Committee). Until 2005, bonus awards were linked to Cash Earnings per Share.
As of 2005, a threshold and maximum have been added to the corporate target. There will be no payment in case EPS is less than 80% of the target. If 80% of the target is achieved, 50% of the quantitative portion of the cash incentive will be paid; if 120% or more of the target is achieved, a maximum of 150% of the quantitative part of the cash incentive will be awarded. This plan was approved by the Extraordinary General Meeting of the Shareholders on November 16, 2004.
This table states the actual bonuses accrued during 2005 and 2004. The table also contains the target bonus amounts that each Board member could have earned in each of 2005 and 2004. As of 2005, in the case of superior performance, bonus payouts can exceed the target amount by a maximum of 50%.
| Annual bonus | Target bonus 2005 | Accrued bonus 2005 | Target bonus 2004 | Actual bonus 2004 |
| R.F. van den Bergh | USD 778,500 | USD 998,426 | USD 778,500 | USD 778,500 |
| R.A. Ruijter | EUR 300,000 | EUR 396,000 | – | – |
The bonuses accrued in 2005 reflect an achievement of 119% of the EPS target; 75% of Mr. Van den Bergh’s individual targets; and 90% of Mr. Ruijter’s individual targets. The 2005 bonuses are expected to be paid in April 2006. Mr. Ruijter participates in the annual bonus plan as of 2005.
Executive Equity Participation Plan
Under the Executive Equity Participation Plan, Executive Board members may defer half of the annual bonus they have actually earned into VNU Restricted Share Units (RSUs). VNU will match the RSUs with an equal number of RSUs. The Executive Equity Participation Plan was introduced in 2004, with the first grants awarded in early 2005. Vesting of the match component of the RSUs is under a suspensory condition and requires three years of service, calculated from the day the RSUs are granted. In addition, Executive Board members are required to hold the underlying shares for an additional two years. During the six months’ period prior to retirement, Executive Board members cannot receive RSUs. The cost of the matching RSUs will be amortized over a four-year period.
The first RSU grant in 2005 was based on the actual annual bonus for financial year 2004:
| 2004 Executive Equity Participation Plan | 2004 Bonus | Deferral (1) | Deferral (in bonus RSUs) (2) | 2005 Matching RSUs | 2005 Accrual |
| R.F. van den Bergh | USD 778,500 | EUR 297,387 | 13,567 | 13,567 | USD 97,313 (3) |
(1) One half of 2004 bonus, converted to Euro using April 20, 2005 rate of USD 1.00 = EUR 0.764.
(2) Converted to RSUs using share price on March 18, 2005 of EUR 21.92.
(3) Accrual attributable to second year of four-year amortization period.
Mr. Ruijter will participate beginning with the 2005 plan (RSUs granted in early 2006 based on 2005 bonus). The cost of the matching RSUs will be amortized over a four-year period, starting with financial year 2005. Therefore, in 2005 an amount of EUR 49,500 was charged to the statement of income.
Mr. Van den Bergh will not participate in the 2005 plan. He will receive a payout in cash of the 2004 plan based on the VNU share price on the date he relinquishes the CEO position.
VNU Share Option Plan
Members of VNU’s Executive Board participate in the VNU Share Option Plan (SOP). Options under the SOP give holders the right to obtain common shares of VNU. Executive Board options are unconditionally vested after 3 years. The number of options granted to members of the Executive Board is dependent upon the performance of VNU’s share price in relation to the share price of a peer group of nine other companies (“Total Shareholder Return”). Options are typically awarded in the second half of March in any year, approximately ten days after the publication of the prior years’ annual results. The exercise price is equal to the closing share price on the date of grant.
Through 2005, the procedure to determine the number of options granted to the members of the Executive Board was as follows:
- Comparison of VNU’s share price with the share price of the following nine companies: GfK, IMS Health, McGraw-Hill, Pearson, Primedia, SEAT/Eniro, Reed Elsevier, TPI and Wolters Kluwer. The 2005 grant was based upon a comparison covering the period March 29, 2002 through December 31, 2004.
- When VNU’s share price performance is in the range of the share price performance of the top three peer companies, each member of the Executive Board is granted a maximum of 60,000 options. When VNU’s share price performance is in line with the performance of the lowest three peer companies, each member of the Executive Board receives 20,000 options. If performance is in the range of the middle segment, an award of 40,000 options is granted.
The first 20,000 options have an option term of 10 years. Other options, if granted, have an option term of 7 years. Conditions regarding granted options will not be modified during the term of the options, except for technical changes such as stock splits, and always in accordance with established market practices.
As of August 4, 2003, SEAT, one of VNU’s peers, is no longer quoted. Therefore, for the purpose of the 2004 option award (granted in 2005), it was decided to include SEAT’s share price performance for the period March 29, 2002 through August 3, 2003 and to include Eniro as a peer successor effective August 4, 2003 through December 31, 2004. As a result of the disposal of the Directories group, for the purpose of the 2005 option award (to be granted in 2006), it has been decided to remove the directory companies Eniro and TPI from VNU’s peer group. They have been replaced by WPP and Taylor Nelson Sofres effective January 1, 2005. For the period preceding that date, SEAT (March 28, 2003 through August 3, 2003) and Eniro (August 4, 2003 through December 31, 2004) are still part of the peer group.
As of 2006, the number of options to be granted will change. Performance in line with the top three peer companies will result in a grant of 80,000 options. If performance is in the range of the middle segment, 50,000 options will be awarded. In case performance is in line with the lowest segment, no options will be granted. Through this change, VNU’s policy for granting options will become compliant with best practice provision II.2.2 of the Dutch Corporate Governance Code.
In 2005, as a result of the share price performance in the period from March 29, 2002 through December 31, 2004, Messrs. Van den Bergh and Ruijter were each granted 20,000 options, which all have a ten-year term. In accordance with Mr. Ruijter’s employment contract, he received an additional 20,000 options in 2005, which have a 7-year term. The exercise price of EUR 21.92 was established at the date of grant (March 18, 2005). According to the calculation as explained in Note 25, these options can be valued at EUR 111,400 and EUR 204,000 for Messrs. Van den Bergh and Ruijter respectively.
In 2006, as a result of the share price performance in the applicable period (March 29, 2003 through December 31, 2005), Mr. Ruijter will not be granted any share options. Mr. Van den Bergh will not receive options due to his impending departure.
Mr. Van den Bergh’s existing options will continue in accordance with their original terms after he relinquishes the CEO position.
Long-Term Incentive Plan
VNU’s Long-Term Incentive Plan (LTIP) provides for payments to individual members of the Executive Board once every three years, to the extent they have achieved, during the three preceding years, corporate targets and individual targets, which can be of a qualitative or quantitative nature. In case responsibilities of an Executive Board member change during a three-year LTIP-period, the Remuneration and Nomination Committee will adjust the performance criteria. In line with international best practice, LTIP awards for Executive Board members will be payable in VNU shares instead of cash.
Under the 2005–2007 LTIP, 45% of the incentive target is linked to growth in VNU’s Earnings Before Interest Taxes Depreciation and Amortization (EBITDA); 45% is linked to Total Shareholder Return (TSR) as compared to a peer group (see discussion of VNU Share Option plan for companies included in the peer group); and the remaining 10% is defined by individual targets. The maximum amount payable is 150% of the target for each of the performance criteria.
The amounts accrued beginning in 2005 for VNU’s current LTIP are as follows:
| LTIP | Cash target | Performance share unit equivalent | 2005 Accrual | Term of the current LTIP |
| R.F. van den Bergh | USD 2,100,000 | 70,954 | EUR 377,107 | 01/01/2005 - 12/31/2007 |
| R.A. Ruijter | EUR 1,410,000 | 64,887 | EUR 344,863 | 01/01/2005 - 12/31/2007 |
Mr. Van den Bergh will receive a pro-rated payout for the 2005-2007 performance period of one third of the performance share units. These units will be converted to cash based on the VNU share price on the date he relinquishes the CEO position. An additional EUR 285,598 has been accrued for this payout.
Pension and Retirement Benefits
Pension rights to Mr. Van den Bergh and Mr. Ruijter are covered by the Dutch Foundation “Stichting Pensioenfonds VNU”, which covers defined benefit plans for Dutch employees. The benefit accrual for Mr. Van den Bergh and Mr. Ruijter is 2% of the pension base per annum. In 2005 the pension benefit of Mr. Van den Bergh was increased to provide him with a pension at age 60 of 60% of his base salary. In connection with this increase an additional accrual of EUR 600,000 has been made in 2005. Mr. Ruijter will receive 70% of his current base salary. Beginning in 2006, a portion of Mr. Ruijter’s bonus can be made pensionable (2.25%).
Mr. Van den Bergh and Mr. Ruijter both participate in the U.S. 401K plan (defined contribution plan). The following accruals were made in 2005 and 2004:
| Pension and retirement benefits | 2005 | 2004 |
| R.F. van den Bergh | EUR 278,677 | EUR 220,902 |
| EUR 600,000 | ||
| USD 6,300 | USD 6,150 | |
| R.A. Ruijter | EUR 273,088 | EUR 16,243 |
| USD 4,415 |
Executive Termination Plans
Mr. Van den Bergh: In case of termination other than for cause and voluntary resignation, Mr. Van den Bergh will receive twelve months’ salary. This payment will be increased by one month’s salary for every full year of service from the age of 40, plus an additional 2% for every full year of service. For the purpose of these calculations, 5 years of additional service were awarded to Mr. Van den Bergh in the year 2000. In connection with the monthly salary, the proportional monthly part of 50% of the cash incentive of the annual bonus plan will be included in the termination payment. In case of termination as a result of change-of-control, the above mentioned amount will be multiplied by 1.5, but the total pay-out will not exceed sixty months’ salary (for this calculation, the monthly salary is defined as described above).
In no event will the total payment amount to more than would have been paid if monthly salary, as defined above, had continued until Mr. Van den Bergh’s retirement in May 2010.
Mr. Ruijter: Mr. Ruijter’s contract provides for a notice period of six months for VNU and three months for Mr. Ruijter. Mr. Ruijter was appointed for a period of approximately four years. In case of termination of employment, other than for cause and voluntary resignation, Mr. Ruijter will receive an amount equal to one year of base salary.
Other
Benefits
During 2005, Mr. Van den Bergh received a
payment in honor of his 25 year anniversary with
VNU in the amount of 1/12 of his annual salary (USD
64,875). During 2005 and 2004 Mr. Van den Bergh
received automobile assistance.
During 2005, Mr. Ruijter received housing related assistance totaling USD 293,297, a portion of which includes gross-up for U.S. income tax purposes, and automobile assistance. In connection with his relocation to the United States, USD 214,222 of costs were incurred.
Total remuneration
For the years ended December 31, 2004, and 2005, total base salaries, accrued annual bonuses, share options, long-term incentives and pension and retirement benefits amounted to:
| Total remuneration amounts (in EUR) |
Total remuneration |
Variable remuneration as a % of total remuneration |
||
|
2005 |
2004 |
2005 |
2004 |
|
| R.F. van den Bergh (1) | 2,923,515 | 2,248,366 | 46.7 | 62.3 |
| R.A. Ruijter | 2,146,998 | 205,410 | 46.3 | 73.0 |
| Total | 5,346,085 | 6,764,788 | ||
(1) EUR 600,000 of the 2005 total is a one-time accrual due to a change in pension.
All 2005 U.S. dollar amounts have been translated into Euro amounts at the weighted average exchange rate in 2005 of USD 1.00 = EUR 0.80. For 2004, the average rate was USD 1.00 = EUR 0.81.
The total remuneration for 2005 does not include expenses related to Mr. Van den Bergh’s resignation. The total costs will be dependent on the timing of his departure, and are in accordance with prior agreements. The Company has estimated these expenses to be EUR 3,617,600 and has taken a charge against 2005 earnings for this amount. An additional EUR 285,598 has been charged to 2005 based on the termination of the Long Term Incentive Plan as described above.
Director’s Loan
VNU has not made or arranged for a loan or guarantee for any other member of the Executive Board or Supervisory Board.
Common Stock Option Holdings of Members of VNU’s Executive and Supervisory Boards
| Balance at December 31, | ||
| Shares | 2005 | 2004 |
| Executive Board | ||
| R.F. van den Bergh | 2,571 | 2,522 |
| R.A. Ruijter | 1,314 | 1,289 |
| Supervisory Board | ||
| J.L. Brentjens | 10,086 | 10,086 |
| Total | 13,971 | 13,897 |
The most important conditions for exercising options by members of either Board do not differ from those which are applicable to other members of senior management. These conditions are described in Note 25. Beginning in 2004, options awarded to members of the Executive Board will vest after three years. All other options have already vested.
It is VNU’s policy not to grant options to members of the Supervisory Board.
Details of VNU stock options (including number of options, expiration dates and exercise prices) held by members of the Executive and Supervisory Boards are presented below.
| Stock Options | Balance at January 1, 2005 | Granted | Expired | Balance at December 31, 2005 | Expiration date | Exercise price in EUR |
| Executive Board | ||||||
| R.F. van den Bergh | 40,000 | 40,000 | – | 06/02/05 | 59.80 | |
| 20,000 | 20,000 | 06/02/10 | 59.80 | |||
| 20,000 | 20,000 | 03/23/06 | 39.29 | |||
| 20,000 | 20,000 | 03/23/11 | 39.29 | |||
| 40,000 | 40,000 | 03/22/09 | 36.50 | |||
| 20,000 | 20,000 | 03/22/12 | 36.50 | |||
| 20,000 | 20,000 | 03/21/10 | 24.92 | |||
| 20,000 | 20,000 | 03/21/13 | 24.92 | |||
| 20,000 | 20,000 | 03/18/11 | 22.60 | |||
| 20,000 | 20,000 | 03/18/14 | 22.60 | |||
| 20,000 | 20,000 | 03/18/15 | 21.92 | |||
| Sub-total | 240,000 | 20,000 | 40,000 | 220,000 | ||
| R.A. Ruijter | 20,000 | 20,000 | 03/18/12 | 21.92 | ||
| 20,000 | 20,000 | 03/18/15 | 21.92 | |||
| Sub-total | 40,000 | 40,000 | ||||
| Supervisory Board | ||||||
| G.S. Hobbs (former member of the Executive Board) | 40,000 | 40,000 | – | 06/02/05 | 59.80 | |
| 20,000 | 20,000 | 06/02/10 | 59.80 | |||
| 20,000 | 20,000 | 03/23/06 | 39.29 | |||
| 20,000 | 20,000 | 03/23/11 | 39.29 | |||
| 40,000 | 40,000 | 03/22/09 | 36.50 | |||
| 20,000 | 20,000 | 03/22/12 | 36.50 | |||
| Sub-total | 160,000 | 40,000 | 120,000 | |||
| Total | 400,000 | 60,000 | 80,000 | 380,000 |
