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METRO GROUP : ANNUAL REPORT 2010 : BUSINESS → GROUP MANAGEMENT REPORT : 8. REMUNERATION REPORT → as surviving dependents’ benefits, if the working relationship is ended by the person’s death. Payment can be made in the form of capital, instalments or a lifelong pension. A minimum benefit is granted in the case of invalidity or death. In such instances, the total amount of contributions that would have been credited to the member of the Management Board for every calendar year up to a credit period of ten years, but limited to the point when the individual turns 60, will be added to the benefits balance. This performance-based component is not reinsured, but will be provided directly by the Company when the benefit case occurs. Further benefits in cases of an end to employment The active members of the Management Board receive no additional benefits beyond the described pension provisions should their employment end. In particular, no retirement payments will be granted. In the event of the death of a member of the Management Board during active service, the survivors will be paid the fixed salary for the month in which the death occurred as well as for an additional six months. Mr Mierdorf, who left the Management Board in March 2010, held a special entitlement granted before he was appointed to the Management Board. This entitlement granted him Remuneration of the Management Board in the financial year 2010 1 €1,000 Financial year Fixed salary → p. 112 certain benefits when he left his position. In the financial year 2010, the Supervisory Board approved an agreement to terminate the contract with Mr Mierdorf. This entitlement was incorporated into the agreement. Supplemental benefits The supplemental benefits granted to members of the Management Board include non-cash benefits and expense allowances. Other The members of the Management Board of METRO AG are not entitled to additional remuneration or special benefits as a result of a change of control. Long-term incentive in the financial year 2010 dr Cordes received 13,983 performance shares under the conditions of the performance share plan. Messrs Koch, Muller and Saveuse each received 11,652 performance shares in 2010. At the time of granting, a share unit was valued at €34.86. The performance shares that were distributed do not represent a fixed number of rights in the sense of § 285 Sentence 1 No. 9a Sentence 4 of the German Commercial Code or of § 314 Section 1 No. 6a Sentence 4 of the German Commercial Code. Rather, they were a target amount. Under the con- Short-term incentive Long-term incentive 2 Supplemental benefits Total dr Eckhard Cordes 2010 1,000 2,830 487 72 4,389 2009 1,000 1,962 701 177 3,840 Olaf Koch 3 2010 800 1,887 406 219 3,312 2009 239 389 0 5 633 Zygmunt Mierdorf 4 2010 133 314 0 13 460 2009 800 1,308 584 75 2,767 Frans w. h. Muller 2010 800 1,887 406 133 3,226 2009 800 1,308 584 189 2,881 Joël Saveuse 5 2010 917 1,920 406 39 3,282 2009 800 1,308 584 85 2,777 Thomas Unger 6 2010 600 1,415 0 144 2,159 2009 800 1,308 584 94 2,786 Total 2010 4,250 10,253 1,705 620 16,828 2009 4,439 7,583 3,037 625 15,684 1 Statements pursuant to § 285 Sentence 1 No. 9a and § 314 Section 1 No. 6a of the German Commercial Code 2 Shown here is the fair value at the time of granting the 2010 tranche 3 Member of the Management Board since 14 September 2009 4 Member of the Management Board until 1 March 2010 5 Aside from the remuneration for his position on the Management Board of METRO AG, Mr Saveuse received a fixed salary of €83,000 as well as performance-based components of €404,000 from his service as Managing director of subsidiaries 6 Member of the Management Board until 30 September 2010
METRO GROUP : ANNUAL REPORT 2010 : BUSINESS → GROUP MANAGEMENT REPORT : 8. REMUNERATION REPORT ditions of the performance share plan, entitlements cannot be described with a particular fixed number at the time of granting. The value of the performance shares distributed in 2010 was calculated by external experts using recognised financial-mathematical methods (Monte Carlo simulation). Messrs Mierdorf and Unger received no performance shares distributed in the tranche for 2010. There were no rights from previous tranches of the performance share plan and the share bonus programme. In addition to the tranche from the performance share plan distributed in the financial year 2010, dr Cordes, Mr Muller and Mr Saveuse possess rights from the tranche from 2009. Mr Koch, a member of the Management Board since September 2009, did not receive any performance shares from the tranche distributed from the performance share plan in 2009. Performance share plan (tranches 2009 and 2010) Tranche End of the blocking period Three-month average price before allotment Number of Management Board performance shares 2010 August 2013 €42.91 48,939 2009 August 2012 €36.67 43,632 In addition, dr Cordes, Mr Muller and Mr Saveuse have rights from the share bonus programme in 2008: Share bonus programme (tranches 2007 and 2008) Tranche Due date Basis price Target price 2008 July 2011 €41.92 €48.21 Total Management Board target bonus €1,060 thousand 2007 July 2010 €61.61 €70.85 Expired The target bonus value of the 2008 tranche is based on the condition that the target share price is attained. The target value for the 2008 tranche of the share bonus programme totalled €0.40 million for dr Cordes and €0.33 million each for Messrs Muller and Saveuse. Mr Koch was appointed to the Management Board in the financial year 2009 and, as a result, had no entitlements from the share bonus programme 2004–2008. The cost from all tranches of share-based remuneration programmes applicable in the financial year 2010 amounted to €1.1 million for dr Cordes, €0.1 million for Mr Koch and €0.9 million each for Messrs Muller und Saveuse. → p. 113 Services after the end of employment in the financial year 2010 (including pension provisions) In the financial year 2010, a total of €23.9 million (previous year: €0.5 million) was used for remuneration of the active members of the Management Board of METRO AG for benefits provided after the end of their employment. Of this total, about €0.1 million each went to dr Cordes, Mr Koch, Mr Muller and Mr Saveuse for pension provisions. Mr Unger received €0.075 million. The cash value of these commitments remaining after netting against the pension plan reinsurance totalled €1.8 million, which was allotted to Mr Mierdorf. during the financial year 2010, agreements to prematurely terminate the employment contracts of Messrs Mierdorf and Unger were concluded. A severance package agreement was concluded with Mr Mierdorf, who amicably agreed to leave the Management Board as at the close of business on 1 March 2010, as compensation for the remainder of his employment contract. This agreement includes both a fixed and a variable component. The fixed component paid in the financial year 2010 covers entitlements of Mr Mierdorf arising from his employment contract and makes allowance for the growth of performanceand share-based remuneration components based on conservative estimates. In 2010, the variable components of the severance agreement resulted in additional remuneration derived from the Company’s business success and can also result in further compensation from 2011 to 2013. As a variable severance agreement payment, Mr Mierdorf is entitled to the potential difference between total performance-based remuneration that he would have received as a member of the Management Board and the amount already paid as part of the severance agreement. To perform duties that are in the Company’s interest, a consulting contract was concluded with Mr Mierdorf. The consulting fee will be credited against possible entitlements to a variable severance agreement payment. A pension commitment made to Mr Mierdorf before he assumed his position on the Management Board will be payable at the time that the consulting contract expires. An annual adjustment to cover the increased cost of living was conducted for the final time as at 1 January 2009. As a result of a previous commitment made prior to his appointment to the Management Board, the agreement to terminate his employment contract includes a payment amounting to the average remuneration from the previous two calendar years based on the fixed salary and the performance-based compensation.
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