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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ noTes : oTHeR noTes
payment can be made at six possible times. The earliest payment
date is three years after allotment of the performance
shares. From this time, payment can be made every three
months. executives can choose the payment date upon which
they wish to exercise their performance shares. a distribution
over several payment dates is not allowed. The payment
cap amounts to five times the target value.
MeTRo GRoUp introduced so-called share ownership guidelines
along with its performance share plan: as a precondition
for payments of performance shares, eligible executives
are obliged to undertake a continuous self-financed investment
in Metro shares up to the end of the three-year blocking
period. This ensures that, as shareholders, they will directly
participate in share price gains as well as potential losses of
the Metro share. The required investment volume amounts
to between about 50 and 85 percent of the individual target
value.
The value of the performance shares allotted in 2011
amounted to €19.7 million (previous year: €26.7 million) at the
time of the allotment and was calculated by external experts
using recognised financial-mathematical methods (Monte
Carlo simulation). The following conditions apply:
3-month
Number of
End of average price performance shares
Tranche
blocking period before allotment as of 31/12/2011
2009 august 2012 €36.67 712,069
2010 august 2013 €42.91 696,483
2011 august 2014 €41.73 779,126
The tranches of share-based compensation programmes
that applied in the financial year 2011 generated income of
€18 million. This was essentially due to the decline in the
Metro share which directly impacts the determination of the
obligation. Total expenses on share-based compensation
programmes after the cost of hedging transactions amount to
€32 million in the financial year 2011.
The related provisions as of 31 December 2011 amount to
€9 million (previous year: €60 million). The 2008 tranche
accounts for €0 million (previous year: €31 million) of this
total, the 2009 tranche with a remaining term of up to one
year accounts for €3 million (previous year: €23 million), the
2010 tranche for €4 million (previous year: €6 million) and the
2011 tranche for €2 million.
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49. Management Board and supervisory Board
Compensation of members of the Management Board in the
financial year 2011
Remuneration of the active members of the Management
Board essentially consists of a fixed salary, performancebased
entitlements (short-term incentive) as well as the
share-based payments (long-term incentive) granted in the
financial year 2011.
The amount of the performance-based remuneration for
members of the Management Board essentially depends
on the development of net earnings and the return on capital
employed (RoCe) and may also consider the attainment
of individually set targets. The use of the key ratio net
earnings combined with RoCe rewards profitable growth of
MeTRo GRoUp.
Remuneration of the active members of the Management
Board in the financial year 2011 amounted to €11.0 million
(previous year: €17.3 million). This includes €3.8 million (previous
year: €4.3 million) in fixed salaries, €5.3 million (previous
year: €10.7 million) in performance-based entitlements,
€1.6 million (previous year: €1.7 million) in share-based payments
and €0.3 million (previous year: €0.6 million) in other
remuneration.
share-based payments granted in the financial year 2011 (performance
shares) is posted at fair value at the time of granting.
no expenses were incurred from applicable tranches of sharebased
payments in the financial year 2011.
The members of the Management Board received 52,720 performance
shares.
other remuneration consists of non-cash benefits.
Total compensation of former members of the Management
Board
Former members of the Management Boards of MeTRo aG
and the companies that were merged into MeTRo aG as
well as their surviving dependants received €9.4 million
(previous year: €27.4 million). The cash value of provisions
for current pensions and pension entitlements made
for this group amounts to €47.8 million (previous year:
€48.3 million).
The information released pursuant to § 314 section 1 no. 6a
sentence 5 to 9 of the German Commercial Code can be