Annual Report 2002 - Agfa

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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 34
Agfa-Gevaert Group Financial Statements 35 Agfa annual report 2002
Page 1 and 2: annual report 2002
Page 3 and 4: Share of Group Sales 2002 BY BUSINE
Page 5 and 6: Letter to the shareholders Dear sha
Page 7 and 8: Board of Management (February 25, 2
Page 9 and 10: Group Sales 2002 MILLION EUROS Sale
Page 11 and 12: Key Figures Balance sheet (MILLION
Page 13 and 14: Operating Cash Flow (MILLION EUROS)
Page 15 and 16: ” Working with Quebecor on the De
Page 17 and 18: ” Together with colleagues from H
Page 19 and 20: ” We do not have to persuade our
Page 21 and 22: ” We are now able to completely i
Page 23 and 24: ” I love it when a customer asks
Page 25 and 26: ” I feel proud that each year my
Page 27 and 28: ” Many photographers who switched
Page 29 and 30: ” The great success of our new di
Page 31 and 32: Corporate Governance Apart from the
Page 33: CORPORATE GOVERNANCE Mr Chaffart re
Page 37 and 38: AGFA-GEVAERT GROUP CONSOLIDATED STA
Page 39 and 40: AGFA-GEVAERT GROUP CONSOLIDATED STA
Page 41 and 42: NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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NOTES TO THE CONSOLIDATED FINANCIAL
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SUMMARY VERSION OF STATUTORY ACCOUN
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SUMMARY VERSION OF STATUTORY ACCOUN
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Glossary The words explained in thi
Page 95 and 96:
PET film PET is an abbreviation for
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AGFA-GEVAERT GROUP CONSOLIDATED STA
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AGFA-GEVAERT GROUP CONSOLIDATED STA
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