BMW 2014 Annual Report Download - page 188

188
170 STATEMENT ON
CORPORATE GOVERNANCE
(Part of Management Report)
170 Information on the Company’s
Governing Constitution
171 Declaration of the Board of
Management and of the
Supervisory Board pursuant to
§ 161 AktG
172 Members of the Board of
Management
173
Members of the Supervisory
Board
176 Work Procedures of the
Board of Management
178 Work Procedures of the
Supervisory Board
183 Information on Corporate
Governance Practices
184 Compliance in the BMW Group
189 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
members are required to give notice to BMW AG and
the Federal Agency for the Supervision of Financial Ser-
vices of transactions with BMW stock or related finan-
cial instruments if the total sum of such transactions
equals or exceeds an amount of € 5,000 during any given
calendar year. No securities transactions pursuant to
§ 15 a WpHG were notified to the Company during the
financial year 2014.
Shareholdings of members of the Board of Management
and the Supervisory Board
The members of the Supervisory Board of BMW AG
hold in total 27.61 % of the Company’s shares of com-
mon and preferred stock (2013: 27.62 %), of which
16.06 % (2013: 16.07 %) relates to Stefan Quandt, Ger-
many, and 11.54 % (2013: 11.55 %) to Susanne Klatten,
Germany. The shareholdings of the members of the
Board of Management total less than 1 % of the issued
shares.
Share-based remuneration schemes for employees
and Management Board members
Three share-based remuneration schemes 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 scheme for Board of Management members
and a share-based remuneration scheme for department
heads (relating in both cases to shares of common
stock). The share-based remuneration scheme for Board
of Management members is described in detail in the
Compensation Report (see also the “Share-based re-
muneration” section in the Compensation Report and
note 20 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 re-
turn 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
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, em-
ployees
were able in 2014 to acquire packages of be-
tween four and ten shares of non-voting preferred stock
with a discount in each case of € 25 (2013: € 19.23) per
share compared to the market price (average closing
price in Xetra trading during the period from 6 Novem-
ber to 12 November 2014: € 62.08). All employees of
BMW AG and its – directly or indirectly – 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 uninter-
rupted employment relationship 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 Em-
ployee 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 239,777
(2013: 266,152) shares of preferred stock were acquired
by employees under the scheme in 2014; 239,757 (2013:
265,570) of these shares were drawn from the Author-
ised Capital 2014, the remainder were bought back via
the stock exchange. Every year the Board of Manage-
ment of BMW AG decides whether the scheme is to be
continued. Further information is provided in notes 20
and 35 to the Group Financial Statements.