Annual Report 2002 - Agfa

CORPORATE GOVERNANCE
Remunerations
The total remuneration of those, who were non-executive directors in 2002
amounted to 323,500 Euros, of which 306,500 as a fixed remuneration for
directorship, membership of the committees and attendance fees and
17,000 Euros as a variable sum. The variable part is proportional to the dividend
per share: for every 5 Eurocents dividend per share exceeding 0.15 Euro per
share, the directors received a remuneration of 2,000 Euros per director. There
are no stock options or warrants attributed to the non-executive directors.
The executive directors together received director’s fees of 54,000 Euros,
of which 50,000 were fixed fees.
The overall gross remuneration paid to those who were members of the Board of
Management in 2002, amounted to 3,216,462 Euros, of which 2,359,132 Euros
were fixed and 857,330 were variable.
Furthermore, those who were member of the Board of Management during
2002 own a total of 329,450 stock options or warrants, attributed to them in
different tranches.
Of these 78,000 are warrants with a strike price of 22 Euros, which are
exercisable from January 1, 2003 to November 20, 2005.
The option tranches attributed to the same people amounted to respectively
50,850, 80,600 and 120,000 stock options with strike prices of respectively 22,
20 and 18 Euros.
The first option tranche is exercisable from January 1, 2004 to May 19, 2006 –
the second tranche from July 6, 2004 to July 6, 2007 and the last from
August 26, 2005 to August 26, 2008.
Policy regarding the appropriation of the result
The Board of Directors’ proposals to the General Shareholders’ Meeting with
regard to the allocation and distribution of the result take into consideration
several factors such as the company’s financial situation, the operating results,
the current and expected cash flows and the plans for expansion.
Main shareholders
In accordance with the Law on the publication of important participating
interests in listed companies, Gevaert N.V. notified that it currently holds
directly and indirectly 25% of the outstanding shares of the company.
Highfields Capital Management, Och-Ziff Capital Management, Fidelity
Investments and Deutsche Bank declared to own 9.68%, 7.95%, 5.05% and
3.99% of the shares respectively.
Auditor
Agfa-Gevaert N.V.’s auditor is Klynveld Peat Marwick Goerdeler represented by
Messrs Karel Van Oostveldt and Erik Helsen. The auditor was reappointed at
the Annual Meeting of April 24, 2001 for a period of 3 years.
Agfa annual report 2002
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