talanx group annual report 2011 en

94
The Talanx Group Strategy Enterprise
management
Talanx Group. Annual Report 2011
Research and
development
Markets and
general conditions
Total remuneration received by active members of the Board of Management pursuant to DRS 17 (amended 2010)
Name
Non-performance-based
remuneration
Short-term
Performance-based
remuneration 1)
Mediumterm
Longterm
Bonus bank Share awards
I II III IV V VI VII
Fixed remuneration
Non-cash
compensation/fringe
benefits
Variable
remuneration
payable
(60%)
thereof
remuneration
from seats
with Group
bodies 2)
Amount
allocated to
bonus bank 3)
(20%)
Value of
share awards
granted 4)
(20%)
Business
development
Expense for
share-based
remuneration
5) Total 6)
Assets and
financial position
Estimated
number
of Talanx
share
awards 7)
Estimated
number of
Hannover
Re share
awards 8)
In EUR thousand
Herbert K. Haas 714 21 708 468 236 236 40 1,915 7.05 –
Dr. Christian Hinsch 504 14 430 14 143 143 24 1,234 4.27 –
Torsten Leue 9) 560 113 415 11 138 138 25 1,364 4.12 –
Dr. Thomas Noth 500 17 196 65 65 16 843 1.94 –
Dr. Immo Querner 544 9 436 204 145 145 25 1,279 4.33 –
Dr. Heinz-Peter Roß 9) 560 165 415 83 138 138 34 1,416 4.12 –
Ulrich Wallin 10), 11) 520 33 824 275 572 232 2,224 1.25 6,072
Total 2011 12) 3,902 372 3,088 780 1,140 1,437 396 9,939 27.08 6,072
Total 2010 13) 2,717 358 3,702 575 – 258 246 7,035 – –
1) As at the 2011 balance sheet date no Board resolution was available regarding the amount of performance-based remuneration for 2011. The amounts are recognised on the
basis of estimates and the provisions constituted accordingly
2) Remuneration from supervisory board seats at affiliated companies netted with the variable remuneration payable for 2011
3) The nominal amount is stated; full or partial payment is made in 2015, depending on the development until such time of the balance in the bonus bank
4) The nominal amount of the share awards to be granted is stated; the equivalent amount of the share awards will be paid out in 2016 at the relevant value prevailing at this
time. In the case of Mr. Wallin including stock appreciation rights of Hannover Re awarded in the year under review in an amount of altogether EUR 297 (258) thousand
(cf. footnote 11)
5) The expense for share awards is recognised pro rata in the year under review depending upon the duration of the respective contract of employment. In the case of Mr. Wallin
including the expense for stock appreciation rights of Hannover Re exercised in the year under review in an amount of EUR 139 (22) thousand as well as the 2011 allocation
to the provision for existing stock appreciation rights in an amount of EUR 29 (224) thousand
6) Total of I, II, III, V, VI
7) In order to calculate the number of Talanx share awards reference was made to the book value of the shareholders’ equity per share, as calculated from the consolidated
financial statement for the year under review drawn up in accordance with international accounting standards as defined by § 315a German Commercial Code (HGB)
8) In order to calculate the number of Hannover Re share awards reference was made to the Xetra closing price of the Hannover Re share on 31 December 2011. The number of
Hannover Re share awards to be actually awarded is established from the arithmetic mean of the Xetra closing prices of the Hannover Re share in a period from five trading
days before to five trading days after the meeting of the Supervisory Board that approves the consolidated financial statement in March 2012
9) The non-cash compensation and fringe benefits of Mr. Leue and Dr. Roß include the non-performance-based additional payments granted with the fixed remuneration for
the month of December
10) For the 2011 financial year Mr. Wallin receives Talanx share awards worth EUR 42 thousand (1.25 share awards) and Hannover Re share awards worth EUR 233 thousand
(6,072 share awards)
11) For the 2010 financial year Mr. Wallin was granted 57,500 stock appreciation rights of Hannover Re worth altogether EUR 297 thousand in the year under review. These
were recognised at their fair value (according to the Black-Scholes option pricing model) at the time when they were granted (8 March 2011). Since the Supervisory Board of
Hannover Re decides upon the final allocation of stock appreciation rights at the meeting after the balance sheet date and given that the period of the stock appreciation
rights commences in each case on 1 January of the following year, the stock appreciation rights awarded for the financial year are not expensed until the following year.
On account of the changeover from the stock appreciation rights programme to the share awards programme in 2011 and the different booking rules applicable to these programmes,
DRS 17 requires that both share-based payment programmes be shown in 2011 even though they refer to different years
12) For the 2010 bonus payments altogether EUR 336 thousand less was paid out than reserved. The total amount for the variable remuneration payable in 2011 was reduced
accordingly
13) The total amounts for 2010 reflect the old remuneration structure and are therefore only comparable to a limited extent with the total figures for 2011