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47
Compensation Level Refl ects Strong Performance Orientation
This year, we make the fi rst individualized disclosure of the
compensation of our Executive Board in accordance with the
German Corporate Governance Code to further increase the
transparency of our reporting. The adjacent table provides an
overview of the total compensation of our Executive Board,
while the individualized compensation broken down by the
different components is given in the notes to the consolidated
nancial statements (see Notes – Additional Information/note
34) as required by the German Corporate Governance Code.
Stock Options
In 2005, a total of 29,900 options were exercised within the
scope of the Management Share Option Plan (MSOP) by the
current members of our Executive Board in the full year period
and by the retired Executive Board member Michel Perraudin
in the period until March 31, 2005. As a result, their share-
based compensation totaled € 2.65 million. The total number
of outstanding stock options held by current Executive Board
members of our Company as at December 31, 2005, amounts
to 11,900.
Loans
No members of the Executive Board were granted loans in
2005.
Pension Provisions
At year-end 2005, provisions for pension obligations
regarding the current Executive Board members amounted
to € 8.25 million. Pension provisions for pension obligations
regarding former members of the Executive Board amounted
to € 48.55 million in total.
Pension Payments to Former Executive Board Members
In 2005, former members of the Executive Board received
pension payments totaling € 1.35 million.
Compensation Report Executive Board Compensation in 2005
Supervisory Board Compensation in 2005
2005 2004
Total compensation 11,4301) 14,9822)
Non-performance-related component 2,998 3,380
Performance-related components 5,7803) 7,996
(Performance Bonus + LTIP Bonus)
Share-based component (MSOP) 2,6524) 3,606
1) Contains the compensation paid to the Executive Board members Herbert Hainer, Glenn
Bennett, Michel Perraudin (until March 31, 2005), Robin Stalker and Erich Stamminger.
2) Contains the compensation paid to the Executive Board members Herbert Hainer, Glenn
Bennett, Manfred Ihle (until June 30, 2004), Michel Perraudin, Robin Stalker and Erich
Stamminger.
3) Also contains accrued expenses in 2005 for the LTIP Bonus to be paid out in 2006 upon
attainment of the targets as well as the 2005 Performance Bonus paid out on a pro-rata
basis to Michel Perraudin, who retired in 2005.
4) Contains in the case of Michel Perraudin, who retired effective March 31, 2005, only
the compensation received through options exercised before his retirement.
Executive Board Members’ Compensation € in thousands
Chairman of the Supervisory Board
Henri Filho 42,000
Deputy Chairmen of the Supervisory Board
Dr. Hans Friderichs, Fritz Kammerer 31,500
Members
Sabine Bauer, Dr. iur. Manfred Gentz, Igor Landau,
Roland Nosko, Hans Ruprecht, Willi Schwerdtle,
Heidi Thaler-Veh, Christian Tourres, Klaus Weiß 21,000
Total compensation 294,000
Supervisory Board Members’ Compensation in 2005 under the
Articles of Association in € per member
Henri Filho 306,800
Dr. Hans Friderichs 204,517
Total compensation 511,317
Supervisory Board Members’ Compensation in 2005 for
Advisory and Consultancy Services in €
Supervisory Board Compensation in 2005
Compensation Set Out in the Articles of Association
The compensation of our Supervisory Board members was
resolved upon by the Annual General Meeting on May 8, 2003,
and is contained in our Articles of Association. The Super-
visory Board compensation consists of a fi xed annual payment
amounting to € 21,000 for each member, twice the amount
for the Chairman and one and a half times the amount for
each Deputy Chairman. All members receive reimbursement
for their out-of-pocket expenses associated with Supervisory
Board meetings.
Loans
No members of the Supervisory Board were granted loans
in 2005.