ABB Annual Report 2012 PDF - ABB Group Annual Report 2012

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ABB’s success depends on its ability to attract and retainpeople who will drive the business to outperform competitorsand create value for shareholders over the long term. Theseare important considerations behind ABB’s remunerationpolicy. The Remuneration report presents the principles ofthis policy, the mechanisms for managing remuneration,and the compensation in 2012 for members of the Boardof Directors (Board) and the Executive Committee (EC).For the compensation in 2011, see Notes 10 and 11 to theABB Ltd statutory financial statements.1. Board remuneration1.1 Governance and principlesThe Board sets and periodically reviews compensation for itsmembers based on a comparison of the compensation ofnon-executive board members of publicly-traded companiesin Switzerland that are part of the Swiss Market Index.The Governance, Nomination and Compensation Committee(GNCC) is responsible for making recommendations to theBoard.1.2 Components of compensationMembers of the Board are paid for their service over a12-month period that starts with their election at the annualgeneral meeting. Payment is made in two installments,one following the first six months of the term and one at theend. Board members do not receive pension benefits andare not eligible to participate in any of ABB’s employee incentiveprograms.To align the interests of Board members with those ofABB’s shareholders, half of each member’s compensation ispaid in the form of ABB shares, though Board memberscan alternatively choose to receive all their compensation inshares. The shares are kept in a blocked account for threeyears. Departing Board members are entitled to the shareswhen they leave the company unless agreed otherwise.The number of shares awarded is calculated prior to eachsemi-annual payment by dividing the sum to which theBoard members are entitled by the average closing price ofthe ABB share over a predefined 30-day period.30 Remuneration report | ABB Annual Report 2012
The compensation amounts per individual are listed in the table below:Name/FunctionNovemberBoard term 2012/2013Settledin cash (1)Settled in shares –number ofshares received (2)Paid in 2012MayBoard term 2011/2012Settledin cash (1)Settled in shares –number ofshares received (2)Totalcompen sationpaid 2012 (3),(4),(5)(CHF) (CHF) (CHF)Hubertus von GrünbergChairman of the Board – 23,298 – 22,685 1,200,000Roger Agnelli (6)Member of the Board 75,000 2,873 75,000 2,807 300,000Louis R. Hughes (6)Member of the Board and Chairman of theFinance, Audit and Compliance Committee 100,000 3,840 100,000 3,751 400,000Hans Ulrich MärkiMember of the Board and Chairmanof the Governance, Nominationand Compensation Committee – 10,649 – 10,364 400,000Michel de Rosen (7)Member of the Board 75,000 2,873 – 5,614 300,000Michael Treschow (7)Member of the Board 75,000 2,922 75,000 2,843 300,000Jacob Wallenberg (6)Member of the Board 75,000 2,873 75,000 2,807 300,000Ying Yeh (7)Member of the Board 75,000 2,905 75,000 2,807 300,000Total 475,000 52,233 400,000 53,678 3,500,000Represents gross amounts paid, prior to deductions for social security, withholding tax etc.Number of shares per Board member is calculated based on net amount due after deductions for social security, withholding tax etc.For the 2012–2013 Board term, all members elected to receive 50% of their gross compensation in the form of ABB shares, except for Hubertus von Grünbergand Hans Ulrich Märki who elected to receive 100%.For the 2011–2012 Board term, all members elected to receive 50% of their gross compensation in the form of ABB shares, except for Hubertus von Grünberg,Hans Ulrich Märki and Michel de Rosen who elected to receive 100%.In addition to the Board remuneration stated in the above table, the Company paid CHF 211,008 in 2012 in employee social security payments.Member of the Finance, Audit and Compliance Committee.Member of the Governance, Nomination and Compensation Committee.(1)(2)(3)(4)(5)(6)(7)ABB Annual Report 2012 | Remuneration report 31
Page 1: Building on our technology leadersh
Page 4 and 5: This is ABBABB is one of the world
Page 6 and 7: Chairman and CEO letterDear shareho
Page 8 and 9: We will also be looking at ways to
Page 10 and 11: HighlightsResilient performance thr
Page 12 and 13: As of March 1, 2013Executive Commit
Page 14 and 15: 12 Corporate governance report | AB
Page 16 and 17: 1. Principles1.1 General principles
Page 18 and 19: The following table sets forth, as
Page 20 and 21: 3.2 Changes to the share capitalIn
Page 22 and 23: 4.3 Shareholders’ dividend rights
Page 24 and 25: As at December 31, 2012, the member
Page 26 and 27: Brice Koch was appointed Executive
Page 28 and 29: 10. Auditors10.1 AuditorsErnst & Yo
Page 30 and 31: 28 Remuneration report | ABB Annual
Page 34 and 35: 1.3 Board compensation in 2012Compe
Page 36 and 37: Annual base salaryThe base salary f
Page 38 and 39: Historical payout of performance co
Page 40 and 41: Base salaryShort-term variablecompe
Page 42 and 43: 6.2 EC ownership of ABB sharesand o
Page 44 and 45: 42 Financial review | ABB Annual Re
Page 46 and 47: Operating and financial reviewand p
Page 48 and 49: In May 2012, the Low Voltage Produc
Page 50 and 51: In a market environment in which ne
Page 52 and 53: We record provisions for our contin
Page 54 and 55: Goodwill and other intangible asset
Page 56 and 57: We also incur expenses other than c
Page 58 and 59: In 2011, orders in the Power Produc
Page 60 and 61: We determine the geographic distrib
Page 62 and 63: In 2012, “Capital gains, net” w
Page 64 and 65: Divisional analysisPower ProductsTh
Page 66 and 67: Continued pricing pressure in some
Page 68 and 69: OrdersIn 2012, orders were flat due
Page 70 and 71: The geographic distribution of orde
Page 72 and 73: In 2011, revenues increased, driven
Page 74 and 75: Throughout 2012 and 2011, the inves
Page 76 and 77: Current liabilitiesDecember 31, ($
Page 78 and 79: Total cash disbursements for the pu
Page 80 and 81: Consolidated Financial StatementsCo
Page 82 and 83:
Consolidated Balance SheetsDecember
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Consolidated Statements of Changes
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Notes to theConsolidated Financial
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Note 2Significant accounting polici
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Note 3Acquisitions and increasesin
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Note 3Acquisitions and increasesin
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Note 5Financial instrumentsCurrency
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Note 5Financial instruments, contin
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Note 6Fair valuesRecurring fair val
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Note 7Receivables, net, continued
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Note 9Other non-current assets“Ot
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Note 11Goodwill and other intangibl
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Note 12Debt, continuedThe 4.625% EU
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Note 14Leases, continuedNote 15Comm
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Note 15Commitments and contingencie
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Note 16Taxes, continuedIn 2012, 201
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Note 16Taxes, continuedAt December
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Note 17Employee benefits, continued
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Note 17Employee benefits, continued
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Note 18Share-based paymentarrangeme
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Note 18Share-based paymentarrangeme
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Note 19Stockholders’ equityAt bot
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Note 21Other comprehensive incomeTh
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Note 23Operating segment andgeograp
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Report of the Statutory Auditor on
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Financial Statements of ABB Ltd, Zu
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Note 6Stockholders’ equityShareca
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Note 10Board of Directors compensat
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Note 11Executive Committeecompensat
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Note 11Executive Committeecompensat
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Note 12Share ownership of ABB byBoa
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Proposed appropriation of available
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Investor informationABB Ltd share p
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Stock exchange listingsABB Ltd is l
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2012 price trend for ABB Ltd shares
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ABB LtdCorporate Communications P.O
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ABB Annual Report 2012 PDF - ABB Group Annual Report 2012

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