Supervisory Board remuneration
Remuneration policy for the Supervisory Board in 2011 and 2012
As Supervisory Board fees were last increased in 2005, the 2011 Annual General Meeting agreed with the proposal to moderately increase the fees of the Supervisory Board members. In accordance with good corporate governance, the remuneration of the Supervisory Board is not dependent on the results of the company. This implies that neither stock options nor shares are granted to Supervisory Board members by way of remuneration.
Based on benchmarking in 2011 the Supervisory Board will propose to the Annual General Meeting of Shareholders to be held on 11 May 2012 an appropriate increase in the remuneration of the Supervisory Board members in order for DSM to be able to retain and attract highly qualified international Supervisory Board members. This will also include a proposal for an allowance for Supervisory Board members for intercontinental travel to attend meetings.
The current remuneration package for the Supervisory Board comprises an annual fixed fee and an annual committee-membership fee. The fixed fee for the Chairman of the Supervisory Board is €55,000. The members of the Supervisory Board each receive a fixed fee of €40,000. Audit Committee membership is awarded €7,000 per member and €10,000 for the Chairman. Nomination Committee, Corporate Social Responsibility Committee and Remuneration Committee membership is awarded €3,500 per member and €5,000 for the Chairman.
If any shares in DSM are held by Supervisory Board members, they serve as a long-term investment in the company. At year-end 2011 the members of the Supervisory Board held no shares in Koninklijke DSM N.V. (same as in 2010).
DSM does not provide any loans to its Supervisory Board members.
Overview of remuneration awarded to the Supervisory Board in 2011
In the following tables an overview is given of the remuneration awarded to the Supervisory Board in 2011.
Annual Supervisory Board remuneration till 29 April 2011:
| Annual fee in € | Board | Audit | CSR | Nom. | Rem. | Total |
|---|---|---|---|---|---|---|
| Cor Herkströter, chairman1 | 50,000 | - | - | 3,750 | 3,750 | 57,500 |
| Ewald Kist, deputy chairman | 35,000 | - | - | 2,500 | 2,500 | 40,000 |
| Pierre Hochuli | 35,000 | - | - | 2,500 | 2,500 | 40,000 |
| Pauline van der Meer Mohr2 | - | - | - | - | - | - |
| Claudio Sonder | 35,000 | 5,000 | - | - | - | 40,000 |
| Tom de Swaan | 35,000 | 7,500 | - | - | - | 42,500 |
| Rob Routs | 35,000 | 5,000 | - | - | - | 40,000 |
Total |
225,000 |
17,500 |
- |
8,750 |
8,750 |
260,000 |
1 Chairman till 29 April 2011
2 As from 28 April 2011
Annual Supervisory Board remuneration as of 29 April 2011:
| Annual fee in € | Board | Audit | CSR | Nom. | Rem. | Total |
|---|---|---|---|---|---|---|
| Rob Routs, chairman1 | 55,000 | - | 3,500 | 5,000 | 3,500 | 67,000 |
| Ewald Kist, deputy chairman | 40,000 | - | 3,500 | 3,500 | 5,000 | 52,000 |
| Pierre Hochuli | 40,000 | - | 3,500 | 3,500 | 3,500 | 50,500 |
| Pauline van der Meer Mohr2 | 40,000 | 7,000 | 5,000 | - | - | 52,000 |
| Claudio Sonder | 40,000 | 7,000 | 3,500 | - | - | 50,500 |
| Tom de Swaan | 40,000 | 10,000 | 3,500 | - | - | 53,500 |
Total |
255,000 |
24,000 |
22,500 |
12,000 |
12,000 |
352,500 |
1 Chairman as from 29 April 2011
2 As from 28 April 2011
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