BMW 2009 Annual Report Download - page 157

surviving dependants are fully covered by pension provi-
sions amounting to euro 46.7 million (2008: euro 44.3 mil-
lion), computed in accordance with IAS 19.
2. Compensation of the Supervisory Board
Responsibilities, regulation pursuant to Articles of
Incorporation
The compensation of the Supervisory Board is determined
by shareholders’ resolution at the Annual General Meeting.
The compensation regulation valid for the financial year
2009 is the result of the shareholders’ resolutions taken at
the Annual General Meeting on 8 May 2008 and § 15 of
the Articles of Incorporation of BMW AG. The Articles of
Incorporation of BMW AG can be viewed / downloaded at
www.bmwgroup.com/ir under the menu item “Corporate
Facts” and “Corporate Governance”.
Compensation principles, compensation components
In line with the recommendations of the German Corporate
Governance Code, the members of the Supervisory Board
receive fixed as well as performance-related compensation.
Each member of the Supervisory Board receives, in addi-
tion
to the reimbursement of expenses, a fixed amount of
euro 55,000 (payable at the end of the year) as well as a
corporate earnings related compensation of euro 220 for
each full euro 0.01 by which the earnings per share (EPS)
of common stock reported in the Group Financial
State-
ments for the relevant financial year (remuneration year)
exceeds a minimum amount of euro 2.30 (payable after
the Annual General
Meeting held in the following year).
An upper limit of euro 110,000 is in place for the corporate
earnings related compensation. Since the minimum EPS
was
not achieved in 2009, no corporate earnings related
compensation
is payable for the financial year 2009.
The German Corporate Governance Code also recom-
mends
that the exercising of chair and deputy chair posi-
tions
in the Supervisory Board as well the chair and mem-
bership of committees should also be considered when
determining the level of compensation.
Accordingly, the Articles of Incorporation of BMW AG
stipulate that the Chairman of the Supervisory Board re-
ceives three times the amount and each Deputy Chair-
man receives twice the amount of the remuneration of a
Super visory Board member. Provided the relevant
com-
mittee convened for meetings on at least three days
during the financial year, each chairman of the Supervisory
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 com-
pensation is measured only on the basis of the function
which is remunerated with the highest amount, thus avoid-
ing amounts accumulating when more than one function
is exercised.
In addition, each member of the Supervisory Board receives
an attendance fee of euro 2,000 for each full meeting of
the Supervisory Board (Plenum) which the member has
attended (payable at the end of the financial year). Attend-
ance at more than one meeting on the same day is not
remunerated
separately.
The Company also reimburses to each member of the
Supervisory Board any value added tax arising on their
remuneration. The amounts disclosed below are net
amounts.
Compensation of the Supervisory Board for the
financial year 2009 (total)
In accordance with § 15 of the Articles of Incorporation, the
compensation of the Supervisory Board for activities dur-
ing the financial year 2009 amounted to euro 1.6 million
(2008: euro 1.6 million). This comprises fixed compensation
of euro 1.6 million (2008: euro 1.6 million). No variable com-
pensation
is payable for the financial year 2009 (2008: –)
since the conditions stipulated in the Articles of Incorpora-
tion (minimum EPS of euro 2.30) were not met.
in euro million 2009 2008
Amount Proportion Amount Proportion
in % in %
Fixed compensation 1 . 6 100.0 1.6 100.0
Variable compensation – – – –
Total compensation 1.6 100.0 1.6 100.0
Supervisory Board members did not receive any further
compensation or benefits from the BMW Group for
services performed by them, in particular advisory and
agency services. During the financial year 2009 BMW AG
concluded a contract with the market research organisa-
tion – Institut für Demoskopie Allensbach, Gesellschaft
zum Studium der öffentlichen Meinung mit beschränkter
Haftung, Allensbach – pertaining to the performance of a
market research study into the German premium segment
for cars in return for a total fee of euro 79,600. Since Prof.
Dr. Renate Köcher is a member of BMW AG’s Supervisory
Board
and a Director of the Allensbach Institute, the
Board of
Management obtained approval for the contract
from the Supervisory Board’s Personnel Committee be-
fore signing the contract.
155 Statement on Corporate Governance