Daimler Annual Report 2011 - Alle jaarverslagen

6 | Corporate Governance | Remuneration Report
Guidelines for share ownership. As a supplement to these
three components of remuneration, Stock Ownership Guidelines
have been approved for the Board of Management. These
guidelines require the members of the Board of Management
to invest a portion of their private assets in Daimler shares
over several years and to hold those shares until the end of
their Board of Management membership. The number of
shares to be held was set when the Performance Phantom
Share Plan was introduced in relation to double the then
annual base salary for each ordinary member of the Board of
Management and triple the then annual base salary for the
Chairman of the Board of Management. In fulfillment of the
guidelines, half of the net payment made out of a Performance
Phantom Share Plan is generally to be used to acquire ordinary
shares in the Company, but the required shares can also be
acquired in other ways.
Implementation of the Act on the Appropriateness of
Management Board Remuneration. Against the backdrop of
the German Act on the Appropriateness of Management Board
Remuneration (VorstAG), the Supervisory Board of Daimler AG
commissioned an expertise by external auditors on the system
of Board of Management remuneration in late 2010. As a result,
the remuneration system described above was confirmed as
complying with the provisions of applicable law. This remuneration
system was approved by the Annual Shareholders’ Meet -
ing in April 2011 with a majority of 97.4% of the votes cast.
As a further incentive promoting a sustainable business development,
it is planned to replace the optional additional key
financial metrics and targets for determining the annual bonus
with non-financial metrics and indicators oriented towards
the UN Global Compact and its ten principles. The 2011 Annual
Shareholders’ Meeting was informed of this planned change.
Board of Management remuneration in 2011
Total Board of Management remuneration in 2011. The
total remuneration granted by Group companies to the members
of the Board of Management of Daimler AG is calculated as
the total of the amounts of
– the base salary,
– the half of the annual bonus payable in 2012,
– the half of the medium-term share-based component of the
annual bonus payable in 2013 with its value at the time
when granted (entitlement depending on the development of
Daimler’s share price compared with an automotive index –
Auto-STOXX),
– the value of the long-term share-based remuneration
at the time when granted,
– and taxable non-cash benefits.
For both of the share-based components – the second 50%
of the annual bonus and the long-term PPSPs – the amounts
actually paid out can deviate significantly from the values
described depending on the development of the Daimler share
price and on the achievement of the relevant target parameters.
The remuneration of the Board of Management for the year
2011 amounts to €29.0 million (2010: €25.8 million). Of that
total, €7.4million was fixed, that is, non-performance-related
remuneration (2010: €4.8 million), €12.8 million was variable,
that is, short- and medium-term performance-related remuneration
(2010: €13.5 million), and €8.8 million was variable
performance-related remuneration granted in 2011 with
a long-term incentive effect (2010: €7.5 million). 6.01
6.01
Board of Management Remuneration 2011
Base salary Waiver Short and medium-term variable
remuneration (annual bonus)
short-term medium-term
Long-term variable remuneration
(PPSP)
Number Value when granted
(2011: at share price €51.08)
(2010: at share price €30.61)
Total
In thousands of euros
Dr. Dieter Zetsche 2011
2010
Dr. Wolfgang Bernhard 1 2011
2010
Dr. Christine Hohmann-
Dennhardt
2011
2010
Wilfried Porth 2 2011
2010
Andreas Renschler 2011
2010
Bodo Uebber 3 2011
2010
Prof. Dr. Thomas Weber 2011
2010
2,008
1,530 - 115
715
472 - 30
624
– –
715
535 - 39
755
575 - 43
866
660 - 50
715
545 - 41
2,038
4,819
726
1,487
618
–
708
1,679
747
1,771
879
2,079
726
1,679
2,038
–
50,311
80,269
726 20,125
29,554
618
–
17,609
–
708 20,125
32,108
747 22,467
35,829
879 24,058
38,383
726 21,369
34,078
2,570
2,457
1,026
905
899
–
966
983
1,148
1,079
1,054
997
1,092
1,043
8,654
8,691
3,193
2,834
2,759
–
3,097
3,158
3,397
3,382
3,678
3,686
3,259
3,226
Total 2011
2010
6,398
4,317 - 318
6,442
13,514
6,442 176,064
250,221
1 PPSP amount after deduction of remuneration of €2,250 received as a board member of an affiliated company.
2 PPSP amount after deduction of remuneration of €61,575 received as a board member of an affiliated company.
3 PPSP amount after deduction of remuneration of €174,867 received as a board member of an affiliated company.
8,755
7,464
28,037
24,977
163