TDC Group Annual Report 2011(6,4MB) - TDC Annual Report 2011

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TDC Group Annual Report 2011 Remuneration for the Board of Directors 1 DKK thousands 2011 2010 Vagn Sørensen (Chairman, Compensation Committee chairman and Audit Committee member) 1,300 1,250 Pierre Danon (Vice chairman and Compensation Committee member) 750 662 Stine Bosse 2 325 - Angus Porter 2 325 - Lars Rasmussen (Compensation Committee member) 450 371 Søren Thorup Sørensen (Audit Committee chairman) 600 494 Leif Hartmann 2 200 369 Lotte Broder Jørgensen 2 200 - Steen M. Jacobsen 400 369 Jan Bardino 400 369 Bo Magnussen 400 369 Total 5,350 4,253 1 The other members of the Board of Directors do not receive remuneration. 2 The remuneration for 2011 for these members does not comprise remuneration for the full year. Remuneration for the Corporate Management Team DKKm 2011 CFO 2010 CEO Pernille Henrik Poulsen Erenbjerg 1 Other members Total 2 Total 2 Fixed base salary (incl. benefits) 7.1 3.5 26.4 35.8 32.9 Bonus (incl. deferred bonus) 4.0 1.9 14.3 19.6 17.9 Pensions 0.0 0.3 0.1 0.3 0.4 Performance share remuneration 3 2.0 1.0 7.4 10.1 - Sign-on bonus - - 1.0 1.0 - Sunrise divestment bonus - - - . 9.8 Redundancy compensation - - 11.5 11.5 - Total 13.1 6.7 60.7 78.3 61.0 1 Comprises remuneration as if Pernille Erenbjerg had been a Corporate Management Team member for the full year 2011. The total remuneration for 2011 for the Corporate Management Team includes only remuneration for the period after Pernille Erenbjerg’s appointment as Corporate Management Team member, i.e. May-December 2011. 2 For further information about the Corporate Management Team members, see “Management”. Inger Ørum Kirk and Miriam Igelsø Hvidt are not members of the Executive Committee. From 1 January, 1 April and 1 November 2011, the remuneration for the Corporate Management Team members comprises remuneration for eight, nine and ten members, respectively. During 2010, the remuneration for the Corporate Management Team members comprises remuneration for eight members. 3 Fair value of performance share units granted. The Corporate Management Team members' service contracts include 12 months’ notice in the event of termination by the Company, except for one member who is entitled to 15 months' notice. Five members are entitled to receive severance payment equal to three to twelve months’ base salary (and for two members plus on-target bonus) on retirement from his or her position as Corporate Management Team member, except if terminated for misconduct. Bonus programmes Approximately 300 TDC top managers participate in a short-term bonus programme called the Top Managers’ Compensation Programme, and around 1,400 TDC managers and specialists participate in a short-term bonus programme called the Managers’ Compensation Programme. The short-term bonus programmes are based on specific, individual annual targets including personal, financial and operational targets. These targets depend on the organisational position within the Group and are weighted in accordance with specific rules. All targets must support improved profitability and business development at TDC. Bonus payments are calculated as the individual employee’s basic salary times the bonus percentage times the degree of target fulfilment. The bonus percentage achieved when targets are met is called the on-target bonus percentage. For the Top Managers' Compensation Programme, this percentage is fixed in the contract of employment with the 120
individual employee and usually varies within a range of 10%-33% of basic salary. The on-target bonus percentage is somewhat lower for the Managers' Compensation Programme. The bonus percentage achieved can be maximum 200% of the on-target bonus. The short-term bonus programme for the members of the Corporate Management Team is based on the same principles as those for other managers. For the Corporate Management Team and approximately 50 other executives reporting directly to the Corporate Management Team, a deferral element applies. The Corporate Management Team members are obliged to defer 50% of their short-term bonus for three years with an option to defer an additional 50% of their bonus for three years. The other eligible executives have the opportunity to defer up to 50% of their bonus for three years. Deferred bonus will immediately be converted into deferred share units in TDC with a corresponding value. Deferred share units will vest and be converted into shares in TDC after three years, provided that TDC’s Equity Free Cash Flow (EFCF) per share, excluding income tax paid, lives up to the base case in TDC’s business plan. Participants will receive the following shares: EFCF 1 compared with base case business plan Deferred share units Matching share units 2 Total Share Units 3 2.5% higher 100% 100% 200% Equal to 100% 75% 175% 2.5% lower 100% 62.5% 162.5% 5% lower 100% 50% 150% 5.01-15% lower 100% 0% 100% 15.01% lower 0% 0% 0% 1 Per share excluding income tax paid. 2 Linear calculation of matching share units between 75%-100% and 50%-75%. 3 Dividends paid out on shares in the deferral period will result in corresponding increases of each participant’s number of share units. A participant who terminates employment during the vesting period for reasons of voluntary resignation or misconduct will receive no matching shares. Participants who terminate employment for other reasons will receive matching shares as if their employment had continued throughout the vesting period. Performance Share Programme With effect from 1 January 2011, a new Performance Share Programme to reward long-term performance was implemented. Approximately 300 TDC managers, including the Corporate Management Team, participate in the Performance Share Programme. TDC Group Annual Report 2011 All eligible participants will annually be granted performance share units. Vested performance share units will be converted into shares in TDC. The value of performance share units granted will be calculated as a percentage of participants’ base salary depending on tier level and individual performance. The number of performance share units granted will have a value, determined as the fair market value on the basis of a Monte Carlo simulation. For the Corporate Management Team this will correspond to 30% of base salary and, for other TDC managers, up to 30% of their base salary. Ownership of shares will only pass to participants provided the performance share units vest. Performance share units vest three years from the date of grant subject to TDC’s performance as measured by Total Shareholder Return (calculated as share price movements plus dividends received over a stated period divided by share price at the beginning of such period) (TSR) relative to a peer group of 14 telecommunications companies (excluding TDC): TSR performance relative to peer group Vesting share units 1 No. 1-2 150% No. 3-4 100% No. 5-10 20-85% No. 11-15 0% 1 Dividends paid out on shares in the vesting period will result in annual corresponding increases of each participant’s number of performance share units. A participant who terminates employment during the vesting period for reasons of voluntary resignation or misconduct will not vest any performance share units. Participants who terminate employment for other reasons will vest performance share units as if their employment had continued throughout the vesting period. For the Corporate Management Team a mandatory perpetual share ownership representing a value equivalent to two years' annual base salary, net of taxes, was implemented with effect from 1 January 2011. The required share ownership will be set as a fixed number of shares based on the individual Corporate Management Team member’s base salary and the share price at the time of implementation and for new Corporate Management Team members at the time of hire/promotion. The number of shares required to be owned by Corporate Management Team members can be changed by a Board decision if the share value or salary level changes significantly. For both new and existing Corporate Management Team members, the ownership can be built up over a maximum of three years. 121
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2011 Group Annual Report
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TDC Group Annual Report 2011 Accomp
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While our business is less impacted
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Revenue The TDC Group’s revenue i
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Profit for the year Profit for the
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Guidance 2011 TDC published financi
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TDC during 130 years TDC turns 130
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Internet The four regional telephon
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TDC Group Annual Report 2011 “The
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TDC today Profile TDC is the leadin
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Product lines In a rapidly changing
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Innovations in TDC in 2011 TDC is a
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TDC’s mission, vision and values
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Strategy 2012 Customer satisfaction
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TDC Group Annual Report 2011 30
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TDC’s homedisk stores 320,000 GB
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Consumer 2011 at a glance • Consu
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To an increasing extent, customers
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Performance in 2011 Revenue The bus
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Business partners & colleagues Cope
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Nordic 2011 at a glance • Solid r
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Gross profit The gross profit growt
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Performance in 2011 Revenue Wholesa
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YouSee 2011 at a glance • Strong
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Gross profit YouSee’s gross profi
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Performance in 2011 In 2011, Operat
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In 2011, TDC showed its ability to
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Shareholder information Policy TDC
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Share price In a challenging market
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TDC has 2,550 3G sites in Denmark,
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Regulation Overview The summary bel
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Risk factors TDC is faced with both
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Risk Description and impact Mitigat
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Corporate Social Responsibility 201
Page 70 and 71: Corporate Social Responsibility The
Page 72 and 73: of life of the individual patients
Page 74 and 75: At TDC, we continued to increase th
Page 76 and 77: Red Cross for vulnerable population
Page 78 and 79: YouSee and TDC in combination deliv
Page 80 and 81: Corporate Governance Recommendation
Page 82 and 83: Management Corporate Management Tea
Page 84 and 85: Board of Directors Vagn Sørensen C
Page 86 and 87: Jan Bardino Age 59. Elected by the
Page 88 and 89: Coax refers to a technology based o
Page 90 and 91: data, which may vary in accuracy. A
Page 92 and 93: Financial Statements 2011
Page 94 and 95: Financial Statements Financial Stat
Page 96 and 97: Management Statement TDC Group Annu
Page 98 and 99: TDC Group Annual Report 2011 Consol
Page 100 and 101: TDC Group Annual Report 2011 Assets
Page 102 and 103: TDC Group Annual Report 2011 Consol
Page 104 and 105: Notes to Consolidated Financial Sta
Page 106 and 107: interests is recognised in equity.
Page 108 and 109: Special items Special items include
Page 110 and 111: account exceeding the amount capita
Page 112 and 113: Assets or disposal groups classifie
Page 114 and 115: Note 3 New accounting standards At
Page 116 and 117: Note 4 Segment reporting For a desc
Page 118 and 119: TDC Group Annual Report 2011 Geogra
Page 122 and 123: TDC Group Annual Report 2011 Deferr
Page 124 and 125: TDC Group Annual Report 2011 Note 8
Page 126 and 127: TDC Group Annual Report 2011 Net fi
Page 128 and 129: Reconciliation of effective tax rat
Page 132 and 133: TDC Group Annual Report 2011 is bas
Page 134 and 135: Land and buildings Telecommun icati
Page 138 and 139: TDC Group Annual Report 2011 Treasu
Page 142 and 143: TDC Group Annual Report 2011 Net in
Page 144 and 145: Maturity profiles 1 Financial asset
Page 146 and 147: exceed 25% in year two, 30% in year
Page 148 and 149: Financial transactions are only ent
Page 150 and 151: Other risks of capital contribution
Page 152 and 153: TDC Group Annual Report 2011 Sensit
Page 154 and 155: C: Pensions for former Danish civil
Page 156 and 157: TDC Group Annual Report 2011 Assets
Page 158 and 159: Note 35 Overview of Group companies
Page 162 and 163: Note 39 Research and development co
Page 164 and 165: Five year overview TDC Group Annual
Page 166: Cover photo: NW Copenhagen Translat
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TDC Group Annual Report 2011(6,4MB) - TDC Annual Report 2011

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