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Report of the Supervisory Board

Meetings The Supervisory Board held seven meetings during 2013. Six meetings were plenary sessions with the full Executive Committee present for all or part of the meetings. One meeting was held without the full Executive Committee present, only the Board of Management attended that meeting. All Supervisory Board meetings were preceded or succeeded by an executive session of the Supervisory Board, with the Chief Executive Officer (CEO) being invited to four of these meetings. An attendance overview of the Supervisory Board and its committees can be seen on this page. The Chairman of the Supervisory Board prepared the meetings with the Corporate Secretary and [...]

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Note 4: Employee benefits

Salaries, wages and other employee benefits in operating income In € millions 2012 2013 Salaries and wages (2,354) (2,268) Pension and other post-retirement cost (248) (268) Other social charges (416) (414) Total (3,018) (2,950) Average number of employees During the year 2012 2013 Decorative Paints 17,200 16,800 Performance Coatings 21,700 21,300 Specialty Chemicals 11,800 10,600 Corporate and other 1,500 1,500 Total 52,200 50,200 The average number of employees working outside the Netherlands was 45,000 (2012: 47,100). Number of employees At year-end 2012 2013 Decorative Paints 17,000 16,200 Performance Coatings 21,300 21,400 Specialty Chemicals 10,800 10,400 [...]

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Note 22: Remuneration of the Supervisory Board and the Board of Management

[...] Remuneration Attendance fee Committee allowance fees Employer’s charges Total remuneration In € 2012 2013 1 As of May, 2012. Karel Vuursteen, Chairman 121,100 100,000 5,000 15,000 3,900 123,900 Sari Baldauf1 52,400 50,000 17,500 10,000 – 77,500 Uwe-Ernst Bufe, Deputy Chairman 78,600 60,000 17,500 – – 77,500 Dolf van den Brink 72,500 50,000 5,000 20,000 – 75,000 Peggy Bruzelius 94,500 50,000 15,000 15,000 17,300 97,300 Antony Burgmans 67,500 50,000 5,000 15,000 – 70,000 Peter Ellwood 84,900 50,000 17,500 15,000 3,900 86,400 Louis Hughes 93,600 50,000 30,000 15,000 3,900 98,900 Ben Verwaayen1 52,400 50,000 17,500 10,000 3,000 80,500 Total 717,500 [...]

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Performance share plan

In line with the remuneration policy, as applicable in previous grant years, vesting of 50 percent of the shares conditionally granted in 2011 under the performance share plan (in respect of which the performance period ended on December 31, 2013) was linked to AkzoNobel’s relative sustainability performance by taking AkzoNobel’s average position in the RobecoSAM ranking. For all conditional grants made in 2011, the relevant vesting scheme has been determined by the Supervisory Board as follows: Average position in RobecoSAM ranking during performance period Rank Vesting (as % of half of conditional grant) 1 150% 2 125% 3 100% 4 – 6 75% 7 – 10 50% 11 – 15 [...]

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Note 23: Financial risk management

[...] – mitigate these financial risks in order to minimize potential adverse effects on our financial performance. Our risk mitigating activities include the use of derivative financial instruments to hedge certain risk exposures. The Board of Management is ultimately responsible for risk management. We centrally identify, evaluate and hedge financial risks , and monitor compliance with the corporate policies approved by the Board of Management, except for commodity risks, which are subject to identification, evaluation and hedging in the businesses. We have treasury hubs located in Brazil, Asia and the US that are primarily responsible for regional cash management [...]

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Note 1: Summary of significant accounting policies

[...] policies Employee benefits The amendments to IAS 19 “Employee Benefits”, effective January 1, 2013, have been applied in our 2013 financial statements. The amendments include: recognizing actuarial gains and losses in other comprehensive income, thus removing the corridor method that was applied so far calculating the expected return on plan assets in the statement of income using the discount rate for the defined benefit obligation, instead of applying an expected rate of return on plan assets recognizing administration costs as expense as incurred, with the exception that administration costs related to management of plan assets, which are recorded in other [...]

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Other indicators

Financial overview 2013 revenue was down 5 percent, mainly due to adverse currency effects and divestments. Operating income was €958 million and included €61 million incidental results. Excluding these, operating income was €897 million (2012: €908 million excluding impairment). Net debt was €769 million lower at €1,529 million (2012: €2,298 million). The performance improvement program exceeded targets and has now successfully been completed, one year ahead of schedule. Summary of financial outcomes In € millions 2012 2013 ∆% 1 The goodwill impairment in 2012 numbers is excluded from operating income to present comparable financial outcomes. 2 [...]

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Remuneration policy

[...] remuneration package of the members of the Board of Management consists of: Base salary Performance-related short-term incentive (STI), with shareholding requirement related share matching opportunity Performance-related long-term incentive (LTI) in the form of shares Post-employment benefits Other benefits The various elements of the remuneration package are set out in more detail below. Base salary The base salary is determined by the Supervisory Board. Short-term incentive (annual bonus) The target STI is 100 percent of the base salary for the CEO and 65 percent of the base salary for any other member. The STI is linked to financial targets (70 percent), as well [...]

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Note 3: Stakeholder engagement

[...] More details can be found on our website and in the Strategy section and other chapters of this Report 2013: Communities: Note 13 of this section Customers: Business performance section Employees: Note 11 of this section Investors: Governance and compliance section Suppliers: Note 6 of this section Specific sustainability/research organizations and NGOs: Note 3 of this section Stakeholder engagement in 2013 Our stakeholder engagement activities are linked to our sustainability and business strategy, because becoming radically resource efficient is a huge challenge which we can’t accomplish alone. Investing in strategic, ongoing dialog and partnering with our key [...]

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Note 11: Our people

In the highly competitive markets in which we operate, it is our people who are the differentiating factor in ensuring our sustainable success. It is therefore our mission to create a work environment in which people feel valued, are engaged with our core principles and values and are given the right conditions in which they can perform at their best. We can only develop a high performance culture that focuses on operational excellence when all our employees are fully engaged to excel. In 2013, we made significant progress. We embraced new values and behaviors that address habits which have held us back in the past, and support us in driving a culture of excellence [...]

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