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COMMERZBANK AKTIENGESELLSCHAFT

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Group Financial Statements<br />

286<br />

230 Commerzbank Annual Report 2011<br />

d) BRE Bank SA<br />

In March 2008, BRE Bank SA launched two share-based remuneration<br />

plans for the members of its Management Board. The<br />

first plan provides for the subscription of BRE Bank shares and<br />

the second for the subscription of Commerzbank shares. The<br />

members of the Management Board can participate in these<br />

plans from 2009 to 2018. Participation is, however, linked to<br />

various conditions, such as BRE Bank’s return on equity and its<br />

net profit.<br />

While the plan for the subscription of BRE Bank shares has<br />

the same conditions every year, the amount of Commerzbank<br />

shares subscribed is determined each year by their price during<br />

the 30 days prior to their respective subscription dates. Both<br />

plans are classified as share-based payments settled in the form<br />

of equity instruments.<br />

e) Other consolidated companies<br />

In addition, it is possible for selected employees at other<br />

consolidated companies (e.g. comdirect bank Aktiengesellschaft)<br />

to participate through share ownership models in the<br />

performance of the respective companies. Payment in such<br />

cases depends on the extent to which fixed performance targets<br />

are attained. These models include direct investment in shares<br />

of the respective companies. Frequently, these are offered at<br />

reduced prices and/or in combination with call or put options. In<br />

addition, warrants and share subscription rights are also issued.<br />

Bonuses are also granted which may either be used to subscribe<br />

for shares or are paid out in cash. The observance of vesting<br />

periods and agreements for later repurchase determine whether<br />

additional income is received.<br />

2. Accounting treatment and measurement<br />

The staff compensation plans described here are accounted for<br />

under the rules of IFRS 2 - Share-based Payment. IFRS 2<br />

distinguishes between share-based payments settled in the form<br />

of equity instruments and those settled in cash. For both forms,<br />

however, the granting of share-based payments has to be<br />

recognised at fair value in the annual financial statements.<br />

• Equity-settled share-based payment transactions<br />

The fair value of share-based payments settled in the form of<br />

equity instruments is recognised as personnel expense within<br />

equity in the capital reserve. The fair value of the STI<br />

component is determined on the date on which the rights are<br />

granted. The fair value of the LTI component is determined<br />

once only on the date of performance appraisal I (March n+1)<br />

as an average of the XETRA closing prices in the months<br />

January, February and December of the previous year and is<br />

recognised in profit or loss on a straight-line basis over the<br />

term of the vesting period. The amount recognised as an<br />

expense may only be adjusted if the Bank’s estimate of the<br />

number of equity instruments to be finally issued changes.<br />

If rights cannot be exercised because the conditions for<br />

exercise (e.g. a performance target) are not met, no change is<br />

made to the amounts already recognised in equity.<br />

• Cash-settled share-based payment transactions<br />

The portion of the fair value of share-based payments settled<br />

in cash that relates to services performed up to the date of<br />

measurement is recognised as personnel expense while at<br />

the same time being recorded as a provision. The fair value is<br />

recalculated on each balance sheet date up to and including<br />

the settlement date. Any change in the fair value of the<br />

obligation must be recognised through profit or loss. On the<br />

date of settlement, therefore, the provision must correspond<br />

as closely as possible to the amount payable to the eligible<br />

employees. In the case of share awards the portion of the<br />

provisions attributable to share awards is reassigned from<br />

other personnel provisions to the provision for share awards<br />

at the date of the award. The provision is calculated as the<br />

product of the number of rights allocated multiplied by the<br />

average XETRA closing price of Commerzbank shares in<br />

January and February of the year of the award and December<br />

of the previous year. The provisions fluctuate on each balance<br />

sheet date in parallel with the performance of the<br />

Commerzbank Aktiengesellschaft share price. Discounts are<br />

not applied for staff natural wastage as the share awards do<br />

not lapse on the departure or death of an employee. If<br />

Commerzbank pays dividends during the vesting period a<br />

cash payment equal to the dividend will be paid out for each<br />

share award at the payout date in addition to the payout<br />

value of the share awards.

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