Audi 2011 Annual Report Download - page 249

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47 German Corporate Governance Code
The Board of Management and Supervisory Board of AUDI AG submitted the declaration pursuant
to Section 161 of the German Stock Corporation Act (AktG) relating to the German Corporate
Governance Code on November 23, 2011, 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 as well as with the recommendations 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 2011 fiscal year was
EUR 14,286 (10,136) thousand, of which EUR 4,084 (3,261) thousand related to fixed remu-
neration components and EUR 10,202 (6,875) thousand to variable components.
Disclosure of the remuneration paid to each individual 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 (HGB) has not been effected, as the Annual General Meeting on May 12, 2011 adopted a
corresponding resolution that is valid for the fiscal years 2011 to 2016.
In addition to fixed payments in cash, there are varying levels of contributions in kind, including,
in particular, the use of company cars.
The variable remuneration component paid to each member of the Board of Management com-
prises a bonus based on the business performance of the previous two years and, since 2010,
has also comprised a long-term incentive (LTI). Using a launch scenario, the LTI will be granted
to the Board for the first time in 2011, based on the 2010 fiscal year and the anticipated per-
formance in 2011. In 2012, the performance of the 2010 and 2011 fiscal years will be taken
into account; in 2013, the performance of 2010 to 2012 will be considered. From 2014 onward,
the preceding four years will be used as a basis.
Under certain circumstances, members of the Board of Management are entitled to retirement
benefits and a disability pension. In the 2011 fiscal year, EUR 6,090 (3,419) thousand was allo-
cated to the provisions for pensions for current members of the Board of Management. As at
December 31, 2011, the provisions for pensions totaled EUR 16,161 (10,070) thousand.
Former members of the Board of Management and their dependents received
EUR 2,987 (4,193) thousand. This included payments resulting from termination of office of
EUR 1,367 (2,600) thousand. The provisions for pensions for this group of individuals amount to
EUR 31,843 (25,520) thousand.