Note 23: Remuneration of the Supervisory Board and the Board of Management

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. The social charges of Mrs. Bruzelius paid in 2011 related to employer’s contribution in the Netherlands (€2,600) and in Sweden over a four-year period (€93,000).

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 provide 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.

Board of Management

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. We do not provide loans to members of the Board of Management. 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.

Board remuneration
		Salary				Short-term incentives				Other short-term benefits				Post-employment benefits				Share-based compensation				Total remuneration
In €		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011
Hans Wijers		765,700		788,700		1,284,200		423,500		4,400		4,900		722,500		482,900		1,007,000		1,132,100		3,783,800		2,832,100
Leif Darner		574,300		591,500		513,000		206,400		151,800		154,200		272,200		217,900		741,000		848,500		2,252,300		2,018,500
Rob Frohn		574,300		591,500		513,000		206,400		7,100		7,400		206,900		185,800		741,000		848,500		2,042,300		1,839,600
Tex Gunning		574,300		591,500		513,000		206,400		4,400		4,900		277,200		240.800		628,700		848,500		1,997,600		1,892,100
Keith Nichols		574,300		591,500		513,000		206,400		213,300		238,900		204,400		198,200		709,000		848,500		2,214,000		2,083,500
Total		3,062,900		3,154,700		3,336,200		1,249,100		381,000		410,300		1,683,200		1,325,600		3,826,700		4,526,100		12,290,000		10,665,800

Short-term incentive

The short-term incentive for 2011 is linked to EVA (35 percent), EBITDA (35 percent) and the individual and qualitative targets of the members of the Board of Management (30 percent). For more information, see the Remuneration report. The incentive for 2010 included a deferred pay-out for 2009, which was made subject to achieving EBITDA margin of 14 percent.

Post-employment benefits

Pension premiums were calculated over the 2011 remuneration. These amounts together with the premiums over the 2011 short-term incentives are included in the post-employment benefits as presented.

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 (€187,800) related to employer’s contribution in the UK. A compensation for living expenses and home leave allowances was paid to Mr. Darner (€149,300) 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.

Performance-related shares

With regard to the performance related shares granted to the members of the Board of Management in 2009, the final vesting percentage of the series 2009-2011 equaled 62.5 percent (series 2008-2010: zero), including dividend shares 69.8 percent. The members of the Board of Management will retain the shares for a minimum period of two years after vesting.

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.

Former members of the Board of Management

In 2011, charges for former members of the Board of Management amounted to €21,000 (2010: €382,000), mainly due to pension expenses.