Board of Directors
The annual general meeting of shareholders determines the remuneration of the members of the Board of Directors for attending board and committee meetings. In 2013, the shareholders approved the board’s proposal to maintain the fees paid to the directors at the previous year’s level. Directors receive a fixed fee of EUR 40,000 per year, the Vice Chairmen and the chairman of the Audit and Risk Committee receive an annual fixed fee of EUR 48,000 and the Chairman receives EUR 100,000 per year.
The shareholders also maintained the fees per meeting at EUR 1,600 for each meeting of the board or a committee of the board attended. Half of that fee will be paid if the director participates via telephone or videoconference in the meeting. All these fees are net of any Luxembourgish withholding taxes. The total net remuneration fees paid for the year 2012 to the members of the Board of Directors (net of the Luxembourgish withholding tax) amounted to EUR 1,112,000 of which EUR 308,000 were paid as variable fees, with the remaining EUR 804,000 representing the fixed part of the board fees. The gross overall figure for the year 2012 was EUR 1,390,000.
Company stock owned by members of the Board of Directors
On December 31, 2012, the members of the Board of Directors and their closely associated family members owned a combined total of 663,605 shares and FDRs (representing 0.13% of the company’s share capital).
The remuneration of the members of the Executive Committee is determined by the Remuneration Committee. It is composed of a fixed and a variable part. The total gross remuneration paid to the five members of the Executive Committee relative to the year 2012 amounted to EUR 6,974,760.57 of which EUR 2,988,743.65 represented the fixed part and EUR 3,986,016.92 the variable part.
The direct remuneration paid to the members of the Executive Committee amounted to EUR 4,245,837.54 whereas the indirect remuneration was EUR 2,728,923.03. The indirect remuneration also contains the benefits derived by the members of the Executive Committee from the company’s executive stock option plan and the long-term incentive plan, as adopted by the Board of Directors.
During 2012, the members of the Executive Committee were awarded a combined total of 207,150 options to acquire company FDRs at an exercise price of EUR 18.38, the price being based on the average of the closing price on Euronext Paris of the first 15 trading days following the Remuneration Committee meeting at which the options were authorised. A quarter of those options vested on January 1, 2013, the remaining quarters vesting on January 1, 2014, 2015 and 2016 respectively. In 2012, members of the Executive Committee were granted 82,896 restricted shares as part of the company’s long-term incentive plan as well as 32,642 performance shares. These shares will vest on June 1, 2015.
During 2012, Romain Bausch, Andrew Browne, Martin Halliwell, Ferdinand Kayser and Gerson Souto sold some or all of the restricted shares which vested on June 1, 2012. The details of all transactions made by board members and the members of the Executive Committee are published here.
Company stock owned by members of the Executive Committee
On December 31, 2012, the members of the Executive Committee owned a combined total of 223,939 shares and FDRs, 289,710 unvested restricted shares and 1,397,539 options. Transactions made by members of the Executive Committee are published on under Management Disclosures.