PDF, 3.2 MB - Pfleiderer AG
PDF, 3.2 MB - Pfleiderer AG PDF, 3.2 MB - Pfleiderer AG
Article 7.1.2: Publication of the Annual Financial Statements 2004 Publication of the Annual Financial Statements 2004 will not be made within 90 days of the end of the fiscal year. Due to the Easter holidays in spring 2005, publication of the Annual Financial Statements will exceptionally be made at the beginning of April 2005. Performance-Linked Compensation of the Board of Management Compensation received by the members of the Board of Management of Pfleiderer AG comprises a fixed component and variable components. In addition to the variable bonus, members of the Board of Management may participate in the Company’s Long Term Incentive Plan as a further variable long-term incentive component. The criteria applied when deciding to award options depend on the duties and performance of the individual board member, as well as the Company’s economic state, its success and future perspectives. These factors are calculated using Nopat and the Economic Value Added of the Group, as well as taking into account personal targets. In fiscal 2004, the Board of Management received compensation amounting to 3.222 million euros. This figure includes a variable component of 2.240 million euros. After adjustment for elapsed options to former board members, in 2004 members of the Board of Management received a total of 386,260 stock options which can be purchased at own cost. Stock Option Plan On July 10, 2001, the Pfleiderer General Meeting approved a stock option scheme which covers a maximum 4,268,500 no-par value shares (corresponding to 10 percent of capital stock) which may be issued as part of the Pfleiderer stock option scheme. The Company decides annually at its own descretion whether a stock option scheme is to be run, who will participate and how many shares each individual entitled to participate may receive. Stock options are issued on condition that the person entitled make an own investment in the Company. The stock options have a currency period of 6 years. The option may only be exercised for the first time 3 years after it has been granted. The number of stock options is calculated from the amount of the individual’s own investment in the Company, divided by a base value and then multiplied by a factor of 12. The base value is determined from the average price of the Company’s share in the months September through November. Stock options can be exercised when an exercise threshold of between 110–125 percent of the base value has been reached. Element Fixed salary component Variable components: Nopat Group EVA® Group Delta EVA® to previous year EVA® Group Personal targets Hans H. Overdiek Michael Ernst Dr Jürgen Koch (EVA® is a registered trademark of Stern Stewart & Co.) 16
Stock Option Program 2004 (Continuation of SOP 2001) Based on the 2001 Stock Option Plan formally adopted by the Company on July 10, 2001, the Stock Option Plan for 2004 was confirmed on August 10, 2004 by the Board of Management, and on August 23, 2004 by the working Committee of the Supervisory Board. Accordingly, the Company’s Board of Management is authorized to grant those entitled to take up the Company’s remaining non-assignable stock options. In total, 24 members of the Board of Management/senior management participated in 536,016 options in the SOP 2004. The base value was 6.99 euros. The exercise price lies between 7.69 euros and 8.74 euros with a weighted average exercise price of 8.22 euros. A full list of the stock options granted is shown in the Notes to the consolidated Financial Statements (pages 92 ff.) of the Pfleiderer Group. 17 CORPORATE GOVERNANCE
- Page 1 and 2: Annual Report 2004 Core Businesses
- Page 3 and 4: Group Figures Jan. 1 - Jan. 1 - Cha
- Page 5 and 6: Pfleiderer AG is focusing on its tw
- Page 7 and 8: 3 35 Pfleiderer Engineered Wood fur
- Page 9 and 10: In closing down the Rheda-Wiedenbr
- Page 11 and 12: Dr Jürgen Koch Member of the Board
- Page 13 and 14: Committees Formed by the Supervisor
- Page 15 and 16: CORPORATE GOVERNANCE 1. Introductio
- Page 17 and 18: 4. Supervisory Board The Board of M
- Page 19: Declaration of Compliance 2004 Unde
- Page 24 and 25: PFLEIDERER GROUP AND PFLEIDERER AG
- Page 26 and 27: Company Report Corporate portfolio
- Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
- Page 30 and 31: Net indebtedness of the Pfleiderer
- Page 33 and 34: GERMANY GDP in Germany increased by
- Page 35 and 36: y expanding foreign and export rati
- Page 37 and 38: Production Pfleiderer Engineered Wo
- Page 39 and 40: Aside from its leading market prese
- Page 41 and 42: Due to its very low construction he
- Page 43: Procurement In order to take advant
- Page 46 and 47: Research & Development New “Multi
- Page 48 and 49: In September 2004, Pfleiderer appro
- Page 50 and 51: Personnel As of December 31, 2004,
- Page 52 and 53: Pfleiderer Corporate Guidelines for
- Page 54 and 55: Economic and Political Risks and In
- Page 56 and 57: No liquidity risk exists at present
- Page 58 and 59: wodego® is the latest brand in Pfl
- Page 60 and 61: Key Figures 2004 2003 No. of shares
- Page 62 and 63: Investor Relations Activities Indiv
- Page 64 and 65: While the prices paid for paraffin
- Page 67 and 68: TURKEY The Turkish economy reported
- Page 69 and 70: Liabilities and Shareholders’ Equ
Stock Option Program 2004 (Continuation of SOP 2001)<br />
Based on the 2001 Stock Option Plan formally adopted by the Company on July 10, 2001, the Stock<br />
Option Plan for 2004 was confirmed on August 10, 2004 by the Board of Management, and on<br />
August 23, 2004 by the working Committee of the Supervisory Board. Accordingly, the Company’s<br />
Board of Management is authorized to grant those entitled to take up the Company’s remaining<br />
non-assignable stock options. In total, 24 members of the Board of Management/senior management<br />
participated in 536,016 options in the SOP 2004. The base value was 6.99 euros. The<br />
exercise price lies between 7.69 euros and 8.74 euros with a weighted average exercise price<br />
of 8.22 euros.<br />
A full list of the stock options granted is shown in the Notes to the consolidated Financial Statements<br />
(pages 92 ff.) of the <strong>Pfleiderer</strong> Group.<br />
17<br />
CORPORATE GOVERNANCE
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