Changes to compensation governance

Starting in 2015, the process for approval of maximum aggregate compensation of each of the Board and the EC will be as follows:

Table 7: Shareholders vote on maximum aggregate compensation of both Board and EC
Revisions taking effect in 2015 – Shareholders vote on maximum aggregate compensation of both Board and EC (graphic)Revisions taking effect in 2015 – Shareholders vote on maximum aggregate compensation of both Board and EC (graphic)

The table shows the new levels of decision-making authority as of 2015. Up to and including 2014, the Board took the final decision on the level of compensation for its members and the EC, as illustrated in Table 2 and Table 4.

The Board’s proposals to shareholders at the 2015 AGM will relate to compensation in the 12 months following the AGM for the Board and in the calendar year 2016 for the EC. The Board will propose a fixed level of compensation for its own members. For the EC, the Board will propose a compensation package in which some components are dependent on performance.

The EC’s maximum aggregate compensation for 2016 will consist of the total base salary and benefits of its members, the maximum possible payout of the short-term variable compensation component, and the value of the maximum possible LTIP grant calculated according to the method described in Section Level of EC compensation.

Shareholders will have a non-binding, consultative vote on the compensation report for 2014.