BMW 2011 Annual Report Download - page 170

170
152 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
152 Information on the Company’s
Governing Constitution
153 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
154 Members of the Board of
Management
155 Members of the Supervisory Board
158 Work Procedures of the
Board of Management
160 Work Procedures of the
Supervisory Board
165 Compensation Report
173 Information on Corporate
Governance Practices
175 Compliance in the BMW Group
The amount paid to former members of the Board of
Management and their dependants was € 3.7 million
(2010: € 3.7 million). Pension obligations to former
members of the Board of Management and their surviv-
ing dependants are fully covered by pension provisions
amounting to € 51.6 million (2010: € 49.7 million), com-
puted in accordance with IAS 19.
2. Compensation of the Supervisory Board
Responsibilities; regulation pursuant to Articles of
Incorporation
The compensation of the Supervisory Board is deter-
mined by shareholders’ resolution at the Annual
General Meeting. The compensation regulation valid
for the financial year 2011 was resolved by shareholders
at the Annual General Meeting on 8 May 2008 and is
set out in Article 15 of BMW AG’s Articles of Incorpo-
ration, which can be viewed and /or downloaded at
www.bmwgroup.com/ir under the menu items “Corpo-
rate Facts” and “Corporate Governance”.
Compensation principles, compensation components
The Supervisory Board of BMW AG receives both fixed
and corporate performance-related compensation.
Earnings per share of common stock form the basis for
corporate performance-related compensation.
Each member of the Supervisory Board receives, in
addition to the reimbursement of reasonable expenses,
a fixed amount of € 55,000 (payable at the end of the year)
as well as a performance-related compensation of € 220
for each full € 0.01 by which the earnings per share (EPS)
of common stock reported in the Group Financial
Statements for the relevant financial year (remuneration
year) exceed a minimum amount of € 2.30 (payable after
the Annual General Meeting held in the following year).
An upper limit of € 110,000 is in place for the corporate
performance-related compensation.
With this combination of fixed and corporate perfor-
mance-related compensation, the compensation struc-
ture in place for BMW AG’s Supervisory Board com-
plies with the recommendation contained in section
5.4.6 of the German Corporate Governance Code (Code
version dated 26 May 2010). The
German Corporate
Governance Code also recommends that the exercising
of chair and deputy chair positions in the Supervisory
Board as well the chair and membership
of committees
should also be considered when determining the level
of compensation.
Accordingly, the Articles of Incorporation of BMW AG
stipulate that the Chairman of the Supervisory Board
shall receive three times the amount and each Deputy
Chairman shall receive twice the amount of the remu-
neration of a Supervisory Board member. Provided the
relevant committee convened for meetings on at least
three days during the financial year, each chairman of
in € Allocated to Present value of Present value of Balance on accounts
pension provisions in pension obligations pension obligations at 31.12. 2011
financial year (defined benefit plans), (defined benefit plans), (defined benefit plans)2
20111 in accordance with in accordance with HGB2
IFRS2, 3
Norbert Reithofer 196,016 5,093,510 4,733,729 3,858,278
(168,018) (4,393,600) (4,092,763) (3,493,226)
Frank-Peter Arndt 110,826 3,027,171 2,839,571 2,584,455
(94,937) (2,972,820) (2,769,243) (2,389,511)
Herbert Diess 147,280 2,201,981 2,041,544 1,817,002
(123,733) (2,079,474) (1,915,385) (1,646,141)
Klaus Draeger 112,163 2,908,811 2,711,411 2,426,238
(95,435) (2,736,323) (2,539,567) (2,226,217)
Friedrich Eichiner 127,016 3,058,014 2,872,538 2,536,562
(109,474) (2,931,281) (2,741,092) (2,340,081)
Harald Krüger 87,282 1,669,436 1,508,167 1,382,823
(70,062) (1,570,426) (1,408,702) (1,213,803)
Ian Robertson 278,587 994,200 924,011 768,936
(238,584) (714,664) (660,951) (532,713)
Total21,059,170 18,953,123 17,630,971 15,374,294
(900,243) (17,398,588) (16,127,703) (13,841,692)
1 Corresponds to service cost in accordance with IFRS.
2 Based on legal right to receive the benefits already promised to them, current board members were given the option of choosing between the old and new models at the time
the Company changed from a defined benefit to a defined contribution system.
3 Defined Benefit Obligations
Pension benefits