BMW 2015 Annual Report Download - page 194

194
in € million 2015 2014
Amount Proportion Amount Proportion
in % in %
Fixed compensation 2.0 39.2 2.0 41.7
Variable compensation 3.1 60.8 2.8 58.3
Total compensation 5.1 100.0 4 . 8 100.0
2. Supervisory Board compensation
Responsibilities, regulations pursuant to the Articles of
Incorporation
The compensation of the Supervisory Board is specified
either by a resolution of the shareholders at the Annual
General Meeting or in the Articles of Incorporation. The
compensation regulation valid for the financial year
un-
der report was resolved by shareholders at the Annual
General Meeting on 14 May 2013 and is set out in Arti-
cle 15 of BMW AG’s Articles of Incorporation, which can
be viewed and / or downloaded at www.bmwgroup.com / ir
under the menu items “Facts about the BMW Group”
and “Corporate Governance”.
Compensation principles, compensation components
The Supervisory Board of BMW AG receives a fixed
compensation component as well as a corporate perfor-
mance-related compensation component, which is ori-
ented toward sustainable growth and based on a multi-
year assessment. The corporate performance-related
component is based on average earnings per share of
common stock for the remuneration year and the two
preceding financial years.
These two interacting components are intended to ensure
that the compensation of Supervisory Board members
is commensurate overall in relation to the tasks performed
and the Company’s financial condition and also takes
account of business performance over several years.
In accordance with the Articles of Incorporation, each
member of BMW AG’s Supervisory Board receives, in ad-
dition 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 (undiluted) earnings per share (EPS) of common stock
reported in the Group Financial Statements for the re-
muneration 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 corpo-
rate performance-related compensation.
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 Supervi-
sory Board complies with the recommendation on su-
pervisory board compensation contained in section
5.4.6 paragraph 2 sentence 2 of the German Corporate
Governance Code (version dated 5 May 2015).
The German Corporate Governance Code also recom-
mends in section 5.4.6 paragraph 1 sentence 2 that the
Supervisory Board members did not receive any further
compensation or benefits from the BMW Group for ad-
visory and / or agency services personally rendered.
exercising of chair and deputy chair positions in the
Supervisory 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 stip-
ulate
that the Chairman of the Supervisory Board shall
receive three times the amount and each Deputy Chair-
man shall receive twice the amount of the remuneration
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 Super-
visory 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 Supervisory Board exercises
more than one of the functions referred to above, the
compensation is measured only on the basis of the func-
tion that 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) that the member has
attended (payable at the end of the financial year). At-
tendance 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
2015 (total)
In accordance with Article 15 of the Articles of Incor-
poration,
the compensation of the Supervisory Board for
activities during the financial year 2015 amounted to € 5.1
million (2014: € 4.8 million). This amount includes fixed
compensation of € 2.0 million (2014: € 2.0 million) and
variable compensation of € 3.1 million (2014: € 2.8 million).
168 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
168 Information on the Company’s
Governing Constitution
169 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
170 Members of the Board of
Management
171
Members of the Supervisory
Board
174 Work Procedures of the
Board of Management
176 Work Procedures of the
Supervisory Board
181 Disclosures pursuant to the Act
on Equal Gender Participation
182 Information on Corporate
Governance Practices
184 Compliance in the BMW Group
188 Compensation Report