BMW 2015 Annual Report Download - page 187

187 STATEMENT ON CORPORATE GOVERNANCE
ad hoc disclosure purposes. All persons working on be-
half of the Company who have access to insider informa-
tion
in accordance with existing rules have been, and
continue to be, included in a corresponding, regularly
updated list and informed of the duties arising from in-
sider rules.
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
members, 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 finan-
cial
instruments if the total sum of such transactions
reaches or exceeds an amount of € 5,000 during any
given calendar year. BMW AG publishes such
informa-
tion without delay and communicates it to the Com-
panies
Register for archiving. Notice of publication is
issued to the Federal Agency for the Supervision of
Finan cial Services. Securities transactions notified to
BMW AG during the financial year 2015 were also re-
ported on the Company’s website.
Shareholdings of members of the Board of Management
and the Supervisory Board
The members of the Supervisory Board of BMW AG hold
a total of 43.00 % of the Company’s shares of common
and preferred stock (2014: 27.61 %), of which 31.26 %
(2014: 16.06 %) relates to Stefan Quandt, Germany, and
26.74 % (2014: 11.54 %) to Susanne Klatten, Germany,
whereby 15.00 % are held by Mr Quandt and Ms Klatten
indirectly in a so-called “undivided community of heirs”,
with the consequence that the 15.00 % shareholding
is attributed to both in full. The shareholdings of the
members of the Board of Management total less than
1 % of all issued shares.
Share-based compensation programmes for
employees and members of the Board of Management
Three share-based remuneration programmes were in
place at BMW AG during the year under report, namely
the Employee Share Programme (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), a share-based remu-
neration programme for Board of Management mem-
bers, and a share-based remuneration programme for
senior heads of department
(relating in both cases to
shares of common stock). The share-based remuneration
programme for Board of Management members is de-
scribed in detail in the Compensation Report (see also
the “Share-based remuneration” section in the Com-
pensation Report and note 19 to the Group Financial
Statements).
The share-based remuneration programme for qualify-
ing senior heads of department, introduced with effect
for financial
years beginning after 1 January 2012, is
closely based on the programme for Board of Manage-
ment members and is aimed at rewarding a long-term,
entrepreneurial approach to running the business on
a sustainable basis.
Under the terms of this programme, 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 re-
turn for this commitment, BMW AG pays 100 % of the in-
vestment amount as a net subsidy. Once the four-year
holding period requirement has been fulfilled, the par-
ticipants receive – for each three common stock shares
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 Programme, in
2015 employees were entitled to acquire packages of
between five and twelve shares of non-voting preferred
stock with a discount of € 20.83 (2014: € 25.00) per share
compared to the market price (average closing price in
Xetra trading during the period from 5 to 11 November
2015: € 74.49). All employees of BMW AG and its (di-
rectly
or indirectly) wholly owned German subsidiaries
(if agreed to by the directors of those entities) were en-
titled to participate in the programme. Employees were
required to have been in an uninterrupted employment
relationship with BMW AG or the relevant subsidiary
for at least one year at the date on which the alloca-
tion for the year was announced. Shares of preferred
stock acquired in conjunction with the Employee Share
Programme 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 309,944 (2014:
239,777) shares of preferred stock were acquired by em-
ployees under the programme in 2015; 309,860 (2014:
239,757) of these shares were drawn from Authorised
Capital 2014, the remainder were bought back via the
stock exchange. Every year the Board of Management of
BMW AG decides whether the programme is to be con-
tinued.
Further information is provided in notes 19
and 34 to the Group Financial Statements.