Siemens 2009 Annual Report Download - page 118

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 Reports Supervisory Board /
Managing Board  Corporate Governance  Management’s discussion and analysis  Consolidated Financial Statements
 Corporate Governance report  Compliance report  Compensation report (part of Notes
to Consolidated Financial Statements)
at the start of the fiscal year. Company-wide target achieve-
ment totaled . percent, with target parameters ROCE, Free
cash flow and Revenue growth contributing  percent, 
percent and  percent, respectively. After taking account of
special factors, the target achievement levels were as follows:
◾. percent for target parameter ROCE (target value for 
percent was . percent);
◾. percent for target indicator Free cash flow (target value
for  percent was €. billion);
◾. percent for Revenue growth (based on the actual
growth of GDP worldwide in fiscal year , the target value
for  percent was equivalent to minus . percent).
The target values for  percent were derived from the perfor-
mance targets of the “Fit” program, which is described in
more detail on page  ff.
It was additionally agreed with the members of the Manag-
ing Board at the beginning of the fiscal year that the achieve-
ment of targets of relevance to the Compliance Program
should have priority when determining the bonus payout
amounts. Based on this agreement, the Supervisory Board
raised the payout amounts of the bonus payments by  per-
cent, resulting in a Company-wide degree of target achieve-
ment of . percent to be used as the basis for calculating
the bonus payout amounts. In the case of Managing Board
members who also head a Sector as CEO, the attainment of
Sector-specific targets was additionally taken into account.
For fiscal year , the aggregate cash compensation
amounted to €. million (: €. million) and total
compensation amounted to €. million (: €. mil-
lion), representing a decrease of . percent in total com-
pensation.
The following compensation was determined for the members
of the Managing Board for fiscal year  (individualized dis-
closure):
Managing Board contracts concluded in or after June  pro-
vide for a compensatory payment on premature termination of
membership on the Managing Board without serious cause,
the amount of which must not exceed the value of two years’
compensation (severance payment cap).
In the event of a change of control – i.e. if one or several share-
holders acting jointly or in concert acquire a majority of the
voting rights in Siemens AG and exercise a controlling influ-
ence, or if Siemens AG becomes a dependent enterprise as a
result of entering into an enterprise contract within the mean-
ing of §  of the German Stock Corporation Act (AktG), or if
Siemens AG is to be merged into an existing corporation or
other entity – any member of the Managing Board has the
right to terminate his or her contract with the Company if such
change of control results in a substantial change in position
(e.g. due to a change in corporate strategy or a change in the
Managing Board member’s duties and responsibilities). If this
right of termination is exercised, the Managing Board member
is entitled to receive a severance payment equal to the base
salary and target bonus applicable at the time of contract ter-
mination for the remaining contractual term of office, but at
least for a period of three years. In addition, non-monetary
benefits are settled by a cash payment equal to five percent of
the severance payment. The stock-based compensation com-
ponents for which a firm commitment exists will remain unaf-
fected. Stock options may, alternatively, also be exercised at
the time of employment contract termination. No severance
payments are made if the Managing Board member receives
benefits from third parties in connection with a change of con-
trol. A right of termination does not exist if the change of con-
trol occurs within a period of twelve () months prior to a
Managing Board member’s retirement. All Managing Board
contracts concluded in or after June  provide that sever-
ance payments resulting from a change of control are limited
to  percent of the severance payment cap as recommended
by the German Corporate Governance Code.
By resolution dated November , , the Supervisory Board
determined the values of stock awards and the bonus awards
to be granted, after assessing the attainment of the targets set