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Compensation of the Executive Committee<br />
For the year <strong>2003</strong>, an aggregate gross amount of ¤ 3,047,251 was attributed to the nine members of the Executive<br />
Committee serving on 31 December <strong>2003</strong>; of this amount, ¤ 611,683 was variable pay relating to 2002 performance.<br />
For the members of the Executive Committee, benefits include an extra-legal pension scheme, the cost of which amounted<br />
to ¤ 766,917.<br />
During <strong>2003</strong>, 39,000 stock options were allocated to the Executive Committee members as part of the variable<br />
compensation package, at an exercise price of ¤ 34.18. In total, at the end of <strong>2003</strong>, 345,700 stock options were<br />
outstanding in the name of the Executive Committee members, with exercise prices between ¤ 30.50 and ¤ 48.15.<br />
During <strong>2003</strong>, the Executive Committee members exercised 1,000 options. As of 31 December <strong>2003</strong>, the members<br />
of the Executive Committee together hold a total of 138,575 shares.<br />
Remuneration of the Auditors<br />
During <strong>2003</strong> the company requested the statutory auditor to provide assistance and advice on various issues in addition to<br />
the statutory audit remuneration. These included audit related assistance inter alia related to PMG acquisition and to introduction<br />
of IFRS accounting standards, as well as non-audit related assistance inter alia related to job classification for clerical staff<br />
and related to tax assitance. The fees paid to the statutory auditor for this work carried out in addition to its statutory auditing<br />
assignment amounted to ¤ 315,694 audit related services and ¤ 497,185 non-audit related services.<br />
The statutory auditor’s mandate expires at the 2005 Ordinary Shareholders’ Meeting.<br />
Company Code - Article 523<br />
Prior to the Board discussing the implementation of an Incentive Stock Option Plan (ISOP 2004) Thomas Leysen declared<br />
that he had a direct material interest in this matter insofar as he would be a beneficiary of the said plan. In accordance<br />
with Article 523 of the Company Code, Thomas Leysen was not present during the Board’s discussions concerning this<br />
decision and did not take part in the voting.<br />
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