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Note 24 Remuneration
of the Supervisory board
and the Board of Management


 

 

 

 

 

 

 

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Committee allowance fee

 

 

In € 

Remuneration

Attendance fee

Audit committee

Remuneration committee

Nomination committee

Total remuneration

 

 

 

 

 

 

2008

2007

1

Mr. Vuursteen and Mrs. Bottomley are also member of the Nomination Committee

2

As from May 1, 2008.

 

 

 

 

 

 

 

 

Maarten van den Bergh, Chairman

100,000

15,000

15,000

130,000

112,500

Karel Vuursteen, Deputy Chairman1

60,000

5,000

15,000

80,000

75,000

Virginia Bottomley1

50,000

15,000

10,000

75,000

77,500

Dolf van den Brink

50,000

5,000

20,000

75,000

70,000

Peggy Bruzelius

50,000

17,500

67,500

43,334

Uwe-Ernst Bufe

50,000

15,000

15,000

80,000

90,000

Antony Burgmans

50,000

5,000

5,000

60,000

50,000

Peter Ellwood2

33,334

7,500

40,834

Louis Hughes

50,000

25,000

15,000

90,000

115,000

Members of the Supervisory Board receive a fixed remuneration: €100,000 for the Chairman, €60,000 for the Deputy Chairman and €50,000 for the other members. Members of committees receive an extra compensation. Members living outside the Netherlands receive an attendance fee dependent on the country of residence. Members who are resident in the Netherlands do not receive an attendance fee except for meetings held outside the Netherlands.

In accordance with the Articles of Association and good corporate governance practice, the remuneration of Supervisory Board members is not dependent on the results of the company.

We do not grant share-based compensation to our Supervisory Board members, neither do we extend loans. Travel expenses and facilities for members of the Supervisory Board are borne by the company and reviewed by the Audit Committee.

The shares in the company owned by Supervisory Board members serve as a long-term investment in the company.

Shares held by the members of the Supervisory Board

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Number of shares at year-end

 

 

 

2008

2007

 

 

 

Maarten van den Bergh

3,000

Karel Vuursteen

400

400

Virginia Bottomley

1,758

500

Peggy Bruzelius

500

500

Former members of the Supervisory Board did not receive any remuneration. In 2007, Messrs. Cohen, Van Lede and Mérieux received a remuneration of €31,667, €16,667 and €19,167 respectively.

Board of Management

Active members
The individual service contracts of the members of the Board of Management are determined by the Supervisory Board within the framework of the remuneration policy adopted by the Annual General Meeting of shareholders. For more detailed information on the decisions of the Supervisory Board with respect to the service contracts of the Board of Management, see chapter Remuneration Report.

Overview of remuneration 2008
The members of the Board of Management received the following salaries, performance-related bonuses, emoluments and other compensations.

Board remuneration

 

 

 

 

 

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In € 

Salary

Bonus

Other emoluments

 

2008

2007

2008

2007

2008

2007

1 As from May 1, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hans Wijers

760,000

705,500

700,000

1,036,500

4,500

4,000

Leif Darner

570,000

504,000

340,000

450,000

4,600

4,000

Rob Frohn

570,000

504,000

340,000

450,000

7,200

6,500

Keith Nichols1

380,000

226,700

45,200

Other emoluments concerned employer’s charges (social contributions and healthcare contributions). The social charges of Mr. Nichols relate to employer’s contribution in the UK.

Other compensations
Other compensations for members of the Board of Management borne by the company amounted to €169,300 for Mr. Darner and €36,900 for Mr. Nichols, related to compensation for living expenses and home leave allowances.

Pension charges
We pay the pension contributions to a pension insurance company. Investments are at participant’s risk. After deduction of any contributions made by members of the Board of Management, pension expenses borne by the company were as follows:

Pension charges

 

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In € 

 

 

 

2008

2007

1

As from May 1, 2008.

 

 

 

Hans Wijers

565,600

557,900

Leif Darner

291,400

228,400

Rob Frohn

156,200

149,800

Keith Nichols1

57,600

Stock options
In 2008, no conditional and performance-related stock options were granted to the members of the Board of Management. The aggregate numbers of (conditional) stock options held by the members of the Board of Management were as follows:

Number of options

 

 

 

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Year of issue

Exercise
price in €

Outstanding at January 1, 2008

Exercised
in 2008

Outstanding at December 31, 2008

Expiry date

1

As from May 1, 2008.

 

 

 

 

 

 

 

Hans Wijers

2002

46.53

14,850

14,850

April 25, 2012

 

2003

19.51

29,700

29,700

April 22, 2010

 

2004

31.45

23,000

23,000

April 25, 2011

 

2005

31.98

23,000

23,000

April 24, 2012

 

2006

46.46

19,800

19,800

April 27, 2013

 

2007

58.89

19,800

19,800

April 26, 2014

 

 

 

 

 

 

 

Value of outstanding options (in €)

 

 

633,700

 

 

 

 

 

 

 

 

Leif Darner

2002

46.53

4,950

4,950

April 25, 2009

 

2003

19.51

4,950

4,950

April 22, 2010

 

2004

31.45

15,000

15,000

April 25, 2011

 

2005

31.98

15,000

15,000

April 24, 2012

 

2006

46.46

13,000

13,000

April 27, 2013

 

2007

58.89

13,000

13,000

April 26, 2014

 

 

 

 

 

 

 

Value of outstanding options (in €)

 

 

251,700

 

 

 

 

 

 

 

 

Rob Frohn

2002

46.53

4,950

4,950

April 25, 2009

 

2003

19.51

4,950

4,950

April 22, 2010

 

2004

31.45

15,000

15,000

April 25, 2011

 

2005

31.98

15,000

_

15,000

April 24, 2012

 

2006

46.46

13,000

13,000

April 27, 2013

 

2007

58.89

13,000

13,000

April 26, 2014

 

 

 

 

 

 

 

Value of outstanding options (in €)

 

 

251,700

 

 

 

 

 

 

 

 

Keith Nichols1

2006

46.46

3,000

3,000

April 27, 2013

 

2007

58.89

3,750

3,750

April 26, 2014

 

 

 

 

 

 

 

Value of outstanding options (in €)

 

 

16,200

 

Performance-related shares
With regard to the performance-related shares granted to the members of the Board of Management in 2006, the final vesting percentage of the 2006 grant equaled 70 percent (series 2005 – 2007: 100 percent), inclu ding dividend shares 76.36 percent (series 2005 – 2007: 108.78 percent). The members of the Board of Management will retain the shares for a minimum period of five years.

Number of performance-related shares

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Series

Balance at January 1, 2008

Granted in 2008

Vested in 2008

Forfeited in 2008

Dividend in 20081

Balance at December 31, 2008

Vested on January 1, 2009

1

Equivalent in shares related to accumulated dividend, which is included in the balances at balance sheet date.

2

As from May 1, 2008.

 

 

 

 

 

 

 

 

 

Hans Wijers

2005 – 2007

35,898

35,898

 

2006 – 2008

24,136

6,900

328

17,564

17,564

 

2007 – 2009

23,513

931

24,444

 

2008 – 2010

16,800

664

17,464

 

 

 

 

 

 

 

 

 

Leif Darner

2005 – 2007

23,932

23,932

 

2006 – 2008

15,846

4,530

215

11,531

11,531

 

2007 – 2009

15,437

611

16,048

 

2008 – 2010

11,600

458

12,058

 

 

 

 

 

 

 

 

 

Rob Frohn

2005 – 2007

23,932

23,932

 

2006 – 2008

15,846

4,530

215

11,531

11,531

 

2007 – 2009

15,437

611

16,048

 

2008 – 2010

11,600

458

12,058

 

 

 

 

 

 

 

 

 

Keith Nichols2

 

 

 

 

 

 

 

 

 

2006 – 2008

4,198

1,200

57

3,055

3,055

 

2007 – 2009

4,345

172

4,517

 

2008 – 2010

8,733

345

9,078

The shares of the series 2005 – 2007 have vested in 2008 and were delivered to the individual Board members in 2008.

Shares in the company held by members of the Board of Management at December 31, 2008, were:

Shares held by the Board of Management

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Number of shares at year-end

 

 

 

2008

2007

 

 

 

Hans Wijers

49,578

20,530

Leif Darner

29,003

8,661

Rob Frohn

25,525

12,731

Keith Nichols

1,500

Shares in the company and options of the members of the Board of Management are held in an account, administered by the Stichting Executive Management Beheer. This Foundation acts as an independent portfolio manager for AkzoNobel participants. We do not provide loans to members of the Board of Management.

Former members of the Board of Management
In 2008, charges for former members of the Board of Management amounted to €700,000 (2007: €300,000), mainly due to pension expenses and to a bonus paid to Mr. Wilderbeek. In 2007, Mr. Wilderbeek, who resigned effective February 28, 2007, received salary, bonus and other emoluments to the amount of €84,000, €75,000 and €700 respectively.

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