Total compensation to key management personnel amounted to €12.9 million (2009: €9,2 million), €7.4 million relates to short term employee benefits (2009: €5,7 million); €1.7 million to post-employment benefits (2009: €1,0 million) and €3.8 million to share-based payments (2009: €2.5 million).
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Supervisory Board | ||||||||||||
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Committee allowance fee |
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In € |
Total remuneration |
Remuneration |
Attendance fee |
Audit committee |
Remuneration committee |
Nomination committee |
Employer’s charges |
Total remuneration | ||||
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2009 |
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2010 | ||||
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Karel Vuursteen, Chairman1 |
115,500 |
100,000 |
2,500 |
– |
– |
15,000 |
2,300 |
119,800 | ||||
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Maarten van den Bergh2 |
19,200 |
– |
– |
– |
– |
– |
– |
– | ||||
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Uwe-Ernst Bufe, Deputy Chairman |
85,500 |
60,000 |
15,000 |
– |
– |
– |
2,300 |
77,300 | ||||
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Virginia Bottomley1 |
82,200 |
50,000 |
12,500 |
– |
10,000 |
– |
2,300 |
74,800 | ||||
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Dolf van den Brink |
77,200 |
50,000 |
2,500 |
20,000 |
– |
– |
– |
72,500 | ||||
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Peggy Bruzelius |
84,700 |
50,000 |
17,500 |
15,000 |
– |
– |
2,300 |
84,800 | ||||
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Antony Burgmans1 |
69,200 |
50,000 |
2,500 |
– |
15,000 |
– |
– |
67,500 | ||||
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Peter Ellwood1 |
80,500 |
50,000 |
10,000 |
– |
10,000 |
– |
2,300 |
72,300 | ||||
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Louis Hughes |
117,200 |
50,000 |
30,000 |
15,000 |
– |
– |
2,300 |
97,300 | ||||
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Total |
731,200 |
460,000 |
92,500 |
50,000 |
35,000 |
15,000 |
13,800 |
666,300 | ||||
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.
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Shares held by the members of the Supervisory Board | ||
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Number of shares at year-end |
2009 |
2010 |
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Karel Vuursteen |
400 |
400 |
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Uwe-Ernst Bufe |
– |
500 |
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Virginia Bottomley |
1,758 |
1,758 |
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Dolf van den Brink |
– |
500 |
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Peggy Bruzelius |
500 |
500 |
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Antony Burgmans |
– |
500 |
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Peter Ellwood |
500 |
500 |
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Louis Hughes |
– |
500 |
Board of Management
Active members
The individual 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 individual contracts of the members of the Board of Management, see the Remuneration report.
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Board remuneration | ||||||||||||
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In € |
Salary |
Short-term incentives |
Other short-term benefits |
Post-employment benefits |
Share-based compensation |
Total remuneration | ||||||
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2009 |
2010 |
2009 |
2010 |
2009 |
2010 |
2009 |
2010 |
2009 |
2010 |
2009 |
2010 |
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Hans Wijers |
760,000 |
765,700 |
464,000 |
1,284,200 |
4,100 |
4,400 |
458,400 |
722,500 |
777,600 |
1,007,000 |
2,464,100 |
3,783,800 |
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Leif Darner |
570,000 |
574,300 |
339,300 |
513,000 |
151,900 |
151,800 |
208,600 |
272,200 |
546,600 |
741,000 |
1,816,400 |
2,252,300 |
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Rob Frohn |
570,000 |
574,300 |
339,300 |
513,000 |
54,400 |
7,100 |
146,000 |
206,900 |
546,600 |
741,000 |
1,656,300 |
2,042,300 |
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Tex Gunning1 |
380,000 |
574,300 |
226,200 |
513,000 |
2,700 |
4,400 |
88,900 |
277,200 |
277,600 |
628,700 |
975,400 |
1,997,600 |
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Keith Nichols |
570,000 |
574,300 |
339,300 |
513,000 |
171,400 |
213,300 |
124,700 |
204,400 |
400,700 |
709,000 |
1,606,100 |
2,214,000 |
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Total |
2,850,000 |
3,062,900 |
1,708,100 |
3,336,200 |
384,500 |
381,000 |
1,026,600 |
1,683,200 |
2,549,100 |
3,826,700 |
8,518,300 |
12,290,000 |
Short-term incentive
The Supervisory Board decided in late 2009 to defer the receipt of 50 percent of the short-term incentive for the CEO and 25 percent for the other members. This deferred payment was made subject to the company achieving its medium-term target of an EBITDA margin of 14 percent at the end of 2011. Because this target was achieved in 2010 the Supervisory Board justified the pay-out of the deferred short-term incentive of 2009 in February 2011. As a consequence, an amount of €464,000 will be paid to Mr. Wijers and €113,100 to the other members of the Board of Management. These amounts are included in the short-term incentives as mentioned above; the regular short-term incentive over 2010 amounted to €820,200 for Mr. Wijers and €399,900 for the other Board members.
Post-employment benefits
Pension premiums were incurred over the deferred short-term incentive over 2009. These amounts, together with the premiums over the 2010 remuneration, are included in the post-employment benefits as presented above.
Other short-term benefits
Other short-term benefits include employer’s charges and other compensations. Employer’s charges refer to social contributions and healthcare contributions. The social charges of Mr. Nichols (€162,200) related to employer’s contribution in the UK. A compensation for living expenses and home leave allowances was paid to Mr. Darner (€147,400) and Mr. Nichols (€51,100).
Share-based compensation
The costs for share-based compensation are non-cash and related to the performance-related share plan following IFRS 2.
Stock options
As from 2008, no stock options were granted to the members of the Board of Management. The aggregate numbers of stock options held by the members of the Board of Management were as follows:
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Number of options | ||||||
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Year of issue |
Exercise price in € |
Outstanding at January 1, 2010 |
Exercised in 2010 |
Outstanding at December 31, 2010 |
Expiry date |
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Hans Wijers |
2002 |
46.53 |
14,850 |
– |
14,850 |
April 25, 2012 |
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2003 |
19.51 |
29,700 |
(29,700) |
– |
April 22, 2010 |
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2004 |
31.45 |
23,000 |
– |
23,000 |
April 25, 2011 |
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2005 |
31.98 |
23,000 |
– |
23,000 |
April 24, 2012 |
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2006 |
46.46 |
19,800 |
– |
19,800 |
April 26, 2013 |
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2007 |
58.89 |
19,800 |
– |
19,800 |
April 26, 2014 |
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Value of outstanding options (in €) |
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1,013,400 |
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Leif Darner |
2004 |
31.45 |
15,000 |
(15,000) |
– |
April 25, 2011 |
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2005 |
31.98 |
15,000 |
(15,000) |
– |
April 24, 2012 |
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2006 |
46.46 |
13,000 |
– |
13,000 |
April 26, 2013 |
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2007 |
58.89 |
13,000 |
– |
13,000 |
April 26, 2014 |
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Value of outstanding options (in €) |
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171,100 |
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Rob Frohn |
2006 |
46.46 |
13,000 |
– |
13,000 |
April 26, 2013 |
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2007 |
58.89 |
13,000 |
– |
13,000 |
April 26, 2014 |
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Value of outstanding options (in €) |
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171,100 |
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Keith Nichols |
2006 |
46.46 |
3,000 |
– |
3,000 |
April 26, 2013 |
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2007 |
58.89 |
3,750 |
– |
3,750 |
April 26, 2014 |
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Value of outstanding options (in €) |
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44,300 |
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Performance-related shares
With regard to the performance related shares granted to the members of the Board of Management in 2008, the final vesting percentage of the 2008 granted equaled zero (series 2007-2009: 150.78 percent).
The shares of the series 2007 - 2009 have vested in 2010 and were delivered to the individual Board members in 2010.
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.
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Number of performance-related shares | ||||||||
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Series |
Balance at January 1, 2010 |
Granted in 2010 |
Vested in 2010 |
Forfeited in 2010 |
Dividend in 2010 |
Balance at December 31, 2010 |
Vested on January 1, 2011 |
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Hans Wijers |
2007 – 2009 |
34,680 |
– |
34,680 |
– |
– |
– |
– |
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2008 – 2010 |
18,352 |
– |
– |
18,352 |
– |
– |
– |
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2009 – 2011 |
38,463 |
– |
– |
– |
1,175 |
39,638 |
– |
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2010 – 2012 |
– |
24,400 |
– |
– |
744 |
25,144 |
– |
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Leif Darner |
2007 – 2009 |
22,768 |
– |
22,768 |
– |
– |
– |
– |
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2008 – 2010 |
12,672 |
– |
– |
12,672 |
– |
– |
– |
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2009 – 2011 |
28,795 |
– |
– |
– |
879 |
29,674 |
– |
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2010 – 2012 |
– |
18,300 |
– |
– |
558 |
18,858 |
– |
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Rob Frohn |
2007 – 2009 |
22,768 |
– |
22,768 |
– |
– |
– |
– |
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2008 – 2010 |
12,672 |
– |
– |
12,672 |
– |
– |
– |
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2009 – 2011 |
28,795 |
– |
– |
– |
879 |
29,674 |
– |
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2010 – 2012 |
– |
18,300 |
– |
– |
558 |
18,858 |
– |
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Tex Gunning |
2008 – 2010 |
4,224 |
– |
– |
4,224 |
– |
– |
– |
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2009 – 2011 |
28,795 |
– |
– |
– |
879 |
29,674 |
– |
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2010 – 2012 |
– |
18,300 |
– |
– |
558 |
18,858 |
– |
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Keith Nichols |
2007 – 2009 |
6,408 |
– |
6,408 |
– |
– |
– |
– |
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2008 – 2010 |
9,540 |
– |
– |
9,540 |
– |
– |
– |
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2009 – 2011 |
28,795 |
– |
– |
– |
879 |
29,674 |
– |
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2010 – 2012 |
– |
18,300 |
– |
– |
558 |
18,858 |
– |
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Shares held by the Board of Management | ||
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Number of shares at year-end |
2009 |
2010 |
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Hans Wijers |
58,234 |
75,324 |
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Leif Darner |
36,473 |
51,162 |
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Rob Frohn |
33,056 |
22,751 |
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Keith Nichols |
3,443 |
7,069 |
Former members of the Board of Management
In 2010, charges for former members of the Board of Management amounted to €382,000 (2009: €66,600), mainly due to pension expenses.