BMW 2013 Annual Report Download - page 192

192
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
in € million 2013 2012
Amount Proportion Amount Proportion
in % in %
Fixed compensation 2.0 43.5 1.6 35.6
Variable compensation
2.6 56.5 2.9 64.4
Total compensation 4.6 100.0 4.5 100.0
tasks performed and the Company’s financial condition
and also takes account of business performance over
several years.
In accordance with the rule contained in BMW AG’s
Articles of Incorporation since the beginning of the 2013
financial year, each member of the Supervisory Board
receives, in addition to the reimbursement of reasonable
expenses, a fixed amount of €70,000 (payable at the end
of the year) as well as a corporate performance-related
compensation of €170 for each full € 0.01 by which the
average amount of (basic) earnings per share (EPS) of
common stock reported in the Group Financial State-
ments for the remuneration year and the two preceding
financial years exceeds a minimum amount of € 2.00
(payable after the Annual General Meeting held in
the following year). An upper limit corresponding to
twice
the amount of the fixed compensation (€140,000)
is in place for the corporate performance-related com-
pensation.
With this combination of fixed compensation elements
and a corporate performance-related compensation
component oriented toward sustainable growth, the
compensation structure in place for BMW AG’s Super-
visory Board complies with the recommendation on
super visory board compensation contained in section
5.4.6 paragraph 2 sentence 2 of the German Corporate
Governance Code (version dated 13 May 2013).
The German Corporate Governance Code also recom-
mends in section 5.4.6 paragraph 1 sentence 2 that the
exercising of chair and deputy chair positions in the
Super visory Board as well as the chair and membership
of committees should also be considered when deter-
mining the level of compensation.
Accordingly, the Articles of Incorporation of BMW AG
stipulate that the Chairman of the Supervisory Board
receives 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
Supervisory Board members did not receive any further
compensation or benefits from the BMW Group for
advisory and agency services personally rendered.
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
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 2013 (total)
In accordance with § 15 of the Articles of Incorporation,
the compensation of the Supervisory Board for activities
during the financial year 2013 amounted to € 4.6 million
(2012: € 4.5 million). This comprises fixed compensation
of € 2.0 million (2012: € 1.6 million) and variable compen-
sation of € 2.6 million (2012: € 2.9 million).