BMW 2012 Annual Report Download - page 176

176
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 Information on Corporate
Governance Practices
166 Compliance in the BMW Group
170 Compensation Report
in € million 2012 2011
Amount Proportion Amount Proportion
in % in %
Fixed compensation 1.6 35.6 1.6 35.6
Variable compensation
2.9 64.4 2.9 64.4
Total compensation 4.5 100.0 4.5 100.0
tained in paragraph 2 of section 5.4.6 of the German
Corporate Governance Code (version dated 26 May
2010). The Supervisory Board and Board of Management
intend to submit a proposal to the Annual General
Meeting 2013 to change Supervisory Board compensa-
tion for financial years beginning after 1 January 2013
by way of an amendment to the Articles of Incorpora-
tion. In line with the revised recommendation on super-
visory board compensation contained in section 5.4.6
paragraph 2 sentence 2 of the Code (version dated 15
May 2012), the corporate performance-related compen-
sation component will in future take more than one
financial year into account and be oriented toward sus-
tainable growth of the enterprise.
The German Corporate Governance Code also recom-
mends that the exercising of chair and deputy chair
positions in the Supervisory Board as well as the chair
and
membership of committees should also be con-
sidered 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
the Supervisory Board’s committees receives twice the
amount and each member of a committee receives one
and a half times the amount of the remuneration of a
Supervisory Board member. If a member of the Super-
visory
Board exercises more than one of the functions
referred to above, the compensation is measured only
on the basis of the function which is remunerated with
the highest amount.
In addition, each member of the Supervisory Board re-
ceives an attendance fee of € 2,000 for each full meeting
Supervisory Board members did not receive any fur-
ther compensation or benefits from the BMW Group for
advisory and agency services personally rendered.
of the Supervisory Board (Plenum) which the member
has attended (payable at the end of the financial year).
Attendance at more than one meeting on the same day
is not remunerated separately.
The Company also reimburses to each member of the
Supervisory Board reasonable expenses and any value-
added tax arising on the member’s remuneration. The
amounts disclosed below are net amounts.
In order to be able to perform his duties, the Chairman
of the Supervisory Board is provided with secretariat
and chauffeur services.
Compensation of the Supervisory Board for the
financial year 2012 (total)
In accordance with § 15 of the Articles of Incorporation,
the compensation of the Supervisory Board for activities
during the financial year 2012 amounted to € 4.5 million
(2011: € 4.5 million). This includes fixed compensation
of € 1.6 million (2011: € 1.6 million) and variable compen-
sation of € 2.9 million (2011: € 2.9 million). As a result
of the earnings per share of € 7.77 (see note 16 to the
Group
Financial Statements) (2011: € 7.45), the stipu-
lated upper limits for Supervisory Board variable com-
pensation were again applied for the financial year
ended 31 December 2012.