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Committee allowance fee |
|
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|
In € |
Remuneration |
Attendance fee |
Audit committee |
Remuneration committee |
Nomination committee |
Total remuneration | |||||
|
|
|
|
|
|
|
2008 |
2007 | ||||
| |||||||||||
|
|
|
|
|
|
|
|
| ||||
|
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 |
| |
|
|
|
|
|
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 | ||||||||||||||
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|
|
|
|
| ||||||||||||||
|
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 |
|
| ||
|
|
|
| ||
|
In € |
|
| ||
|
|
2008 |
2007 | ||
| ||||
|
|
|
| ||
|
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 |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||
|
|
Year of issue |
Exercise |
Outstanding at January 1, 2008 |
Exercised |
Outstanding at December 31, 2008 |
Expiry date | ||
| ||||||||
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|
|
|
| ||
|
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 |
| |||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
|
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 | ||||
| ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
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 |
| |
|
|
|
|
|
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.
