Corporate Governance
 
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The value of performance-linked compensation depends on the consolidated profit before taxes and the personal performance of the Executive Board members themselves.

In the event of full compliance with the targets, the total cash compensation comprises around 50 percent fixed and 50 percent performance-linked components. The performance- linked compensation consists of the Company bonus (60 percent) and an individual bonus (40 percent) – assuming full compliance with targets.

Executive Board compensation also includes pension awards, other awards in the event of termination of office, and participation in the Group's variable compensation arrangements combining long-term incentives with an element of risk.

Executive Board compensation for past fiscal years Amounts paid in 2008 for offices held within the Group comprised EUR 35,000 in fixed compensation to Dr. Noé and EUR 578,000 in additional performance-linked compensation paid retroactively for FY 2007 (EUR 269,000 to Dr. Lütkestratkötter, EUR 48,000 to Mr. Ehlers, EUR 73,000 to Dr. Lohr, EUR 115,000 to Dr. Noé and EUR 73,000 to Dr. Rohr).

Variable pay components combining a long-term incentive effect with an element of risk Executive Board compensation also includes participation in the Company's long-term incentive plans (LTIPs). These comprise grants of stock appreciation rights (SARs) and stock awards (phantom stock).

If the applicable exercise targets are met after a two-year waiting period, the stock appreciation rights grant the Executive Board members a monetary claim against the Company, which they can exercise over the then following three years. The amount of the claim depends on the development of the share price within the waiting and exercise periods. In addition, relative and absolute performance targets, which cannot be modified retroactively, have to be met.

The terms of stock awards provide that after the three-year waiting period, those entitled have, for each stock award and for a further two-year exercise period, a monetary claim against the Company equal to the closing price of HOCHTIEF stock on the last day of stock market trading prior to the exercise date.

The value of all entitlements under long-term incentive plans is capped so that the amount of compensation stays appropriate in the event of extraordinary, unforeseeable developments. In fiscal 2008, the stock appreciation rights under LTIP 2006 were exercised in full by all members of the Executive Board. The sums paid out amounted to EUR


Variable pay components combining a long-term incentive effect with an element of risk

  LTIP 2008 RSA 2008/Tranche 1 LTIP income 2008 [expense 2007]
Stock appreciation rights Stock awards
Number Value (EUR thousand) Number Value (EUR thousand)** Number Value (EUR thousand)** Value (EUR thousand)
Dr. Lütkestratkötter 11,250 186 7,350 494 33,276 2,041 (1,314) [2,079]
Ehlers 7,500 124 4,900 329 22,184 1,361 (358) [1,399]
Dr. Lohr 7,500 124 4,900 329 22,184 1,361 (358) [1,366]
Dr. Noé 7,500 124 4,900 329 22,184 1,361 (1,082) [2,086]
Dr. Rohr 7,500 124 4,900 329 22,184 1,361 (1,025) [1,671]
Executive Board total 2008 41,250 682 26,950 1,810 122,012 7,485 (4,137) [8,601]***

**Value at grant date as per actuarial appraisal

***Prior-year figures excluding figures for Dr. Keitel, who retired from office as Chairman of the Executive Board in 2007 (EUR 2,822,000)

 
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