Audi 2009 Annual Report Download - page 236

233
Consolidated Financial
Statements
178 Income Statement
179 Statement of Recognized
Income and Expense
180 Balance Sheet
181 Cash Flow Statement
182 Statement of Changes in Equity
Notes to the Consolidated
Financial Statements
184 Development of fixed assets
in the 2009 fiscal year
186 Development of fixed assets
in the 2008 fiscal year
188 General information
192 Recognition and
measurement principles
199 Notes to the Income Statement
205 Notes to the Balance Sheet
215 Additional disclosures
236 Events occurring subsequent
to the balance sheet date
237 Statement of Interests
held by the Audi Group
47 German Corporate Governance Code
The Board of Management and Supervisory Board of AUDI AG submitted the declaration pursu-
ant to Section 161 of the German Stock Corporation Act relating to the German Corporate
Governance Code on November 23, 2009, and made it permanently accessible on the Internet
at www.audi.com/cgk-declaration.
48 Details relating to the Supervisory Board and Board of Management
The remuneration paid to members of the Board of Management complies with the legal require-
ments of the German Stock Corporation Act as well as with the recommendations and most of
the suggestions of the German Corporate Governance Code.
The total short-term remuneration comprises fixed and variable components. The fixed compo-
nents assure a base remuneration that enables the members of the Board of Management to
execute their duties conscientiously and in the best interests of the company, without becoming
dependent upon the attainment of short-term targets. Conversely, variable components that are
contingent on the economic position of the Company reconcile the interests of the Board of
Management with those of the other stakeholders.
The remuneration paid to members of the Board of Management for the 2009 fiscal year was
EUR 7,547 (6,893) thousand, of which EUR 4,525 (4,135) thousand related to variable compo-
nents. Fixed components paid to the members of the Board of Management in the 2009 fiscal
year totaled EUR 3,022 (2,758) thousand. Disclosure of the remuneration paid to each individ-
ual member of the Board of Management, by name, pursuant to Section 314, Para. 1, No. 6a),
Sentences 5 to 9 of the German Commercial Code has not been effected, as the 2006 Annual
General Meeting adopted a corresponding resolution that is valid for a period of five years.
In addition to fixed payments in cash, there are varying levels of contributions in kind, including,
in particular, the use of company cars.
Each member of the Board of Management is paid a variable annual bonus. The variable bonus
comprises annually recurring components that are linked to the Company’s economic success.
The bonus is largely based on the earnings achieved by the Company and its economic position.
Under the stock option plans of Volkswagen AG (Wolfsburg), the members of the Board of
Management of the Audi Group were granted the right to acquire stock options for shares of
Volkswagen AG by subscribing to convertible bonds. In the 1999 to 2006 fiscal years, eight
tranches of the Volkswagen AG stock option plan were issued in total.
All of the convertible stock options from the eighth tranche (totaling 950 convertible bonds),
convertible as of July 8, 2008, were converted by the members of the Board of Management
over the course of 2008. There are therefore no further convertible bonds held.
Under certain circumstances, members of the Board of Management are entitled to retirement
benefits and a disability pension. EUR 2,218 (1,374) thousand was allocated to the provisions
for pensions for current members of the Board of Management in the 2009 fiscal year. The pro-
visions totaled EUR 9,842 (7,624) thousand as at December 31, 2009.
Former members of the Board of Management and their dependents received EUR 2,388
(3,353) thousand. This included payments resulting from termination of office of EUR 368
(1,342) thousand. The provisions for pensions for this group of individuals amount to
EUR 22,241 (21,761) thousand.
The members of the Board of Management and details of their seats on other supervisory
boards and regulatory bodies – as defined in Section 285, Sentence 1, No. 10 of the German
Commercial Code (HGB) and Section 125, Para. 1, Sentence 3 of the German Stock Corporation
Act (AktG) – are listed in the Notes to the Annual Financial Statements of AUDI AG.
The basic features of the remuneration paid to members of the Supervisory Board are stipulated
in Section 16 of the Articles of Incorporation and Bylaws. The total short-term remuneration
comprises fixed and variable components. The level of the variable remuneration components is
based on the compensatory payment made for the 2009 fiscal year in accordance with the appli-
cable provision in the Articles of Incorporation and Bylaws. The total remuneration paid to the
Supervisory Board of AUDI AG, pursuant to Section 285, Para. 9a of the German Commercial
Code, was EUR 638 (600) thousand, of which EUR 189 (193) thousand related to fixed compo-
nents and EUR 450 (407) thousand to variable components.