BMW 2013 Annual Report Download - page 184

184
166 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
166 Information on the Company’s
Governing Constitution
167 Declaration of the Board of
Management and of the
Supervisory
Board pursuant to
§ 161 AktG
168 Members of the Board of
Management
169
Members of the Supervisory
Board
172 Work Procedures of the
Board of Management
174 Work Procedures of the
Supervisory Board
179 Information on Corporate
Governance Practices
180 Compliance in the BMW Group
185 Compensation Report
Reportable securities transactions
(“Directors Dealings”)
Pursuant to § 15 a of the German Securities Trading Act
(WpHG), members of the Board of Management and the
Supervisory Board and any persons related to those mem-
bers
are required to give notice to BMW AG and the
Federal Agency for the Supervision of Financial Services
of transactions with BMW stock or related financial in-
struments if the total sum of such transactions reaches
or exceeds an amount of € 5,000 during any given calen-
dar year. No securities transactions pursuant to § 15 a
WpHG were notified to the Company during the 2013
financial year.
Shareholdings of members of the Board of Management
and the Supervisory Board
The members of the Supervisory Board of BMW AG hold
in total 27.62 % of the Company’s shares of common
and preferred stock (2012: 27.63 %), of which 16.07 %
(2012: 16.08 %) relates to Stefan Quandt, Bad Homburg
v. d. H. and 11.55 % (2012: 11.55 %) to Susanne Klatten,
Munich. The shareholding of the members of the Board
of Management totals less than 1 % of the issued shares.
Share-based remuneration schemes for employees
and Board of Management members
Three share-based remuneration schemes were in
place at BMW AG during the year under report, namely
the Employee Share Scheme (under which entitled
employees of BMW AG have been able to participate in
the enterprise’s success since 1989 in the form of non-
voting shares of preferred stock) and two share-based
remuneration schemes for Board of Management mem-
bers and for department heads (relating to shares of
common stock). The share-based remuneration scheme
for Board of Management members is described in de-
tail in the Compensation Report
(see also the Com-
pensation Report and note
19 to the Group Financial
Statements).
The share-based remuneration scheme for qualifying
department heads, introduced with effect for financial
years beginning after 1 January 2012, is closely based
on the scheme for Board of Management members and
is aimed at rewarding a long-term, entrepreneurial ap-
proach to running the business on a sustainable basis.
Under the terms of this scheme, participants give a
commitment to invest an amount equivalent to 20 % of
their performance-based bonus in BMW common stock
and to hold the shares so acquired for four years. In
return for this commitment, BMW AG pays 100 % of the
investment amount as a net subsidy . Once
the four-
year holding period requirement has been
fulfilled, the
participants receive – for each three shares of common
stock held and at the Company’s option – one further
share of common stock or the equivalent amount in cash.
Under the terms of the Employee Share Scheme, em-
ployees were able in 2013 to acquire packages of be-
tween five and 13 shares of non-voting preferred stock
with a discount of € 19.23 (2012: € 12.50) per share
compared to the market price (average closing price in
Xetra trading during the period from 7 November to
13 November 2013: € 63.02). All employees of BMW AG
and its wholly owned German subsidiaries (if agreed
to
by the directors of those entities) were entitled to
participate in the scheme. Employees were required to
have been in an uninterrupted employment relation-
ship with BMW AG or the relevant subsidiary for at least
one year at the date on which the allocation for the
year
was announced. Shares of preferred stock acquired
in conjunction with the Employee Share Scheme are
subject to a vesting period of four years, starting from
1 January of the year in which the employees acquired
the shares. A total of 266,152 (2012: 422,905) shares of
preferred stock were acquired by employees under the
scheme in 2013; 265,570 (2012: 422,845) of these shares
were drawn from the Authorised Capital 2009, the re-
mainder were bought back via the stock exchange.
Every year the Board of Management of BMW AG de-
cides whether the scheme is to be continued. Further in-
formation is provided in notes 19 and 34 to the Group
Financial Statements.