Remuneration of Non-Executive Directors
Non-Executive Directors are appointed for four years by the General Meeting of shareholders. They do not have service contracts with NWR but receive a letter of appointment including terms of reference. The General Meeting may terminate their appointment at any time without any notice.
The remuneration of Non-Executive Directors is part of the remuneration policy approved by the General Meeting of shareholders. In 2008, the Remuneration Committee reviewed the remuneration of the Non-Executive Directors to ensure that remuneration rates were set at a level that will attract Directors of high calibre. Following the review, the annual fee for Non-Executive Directors was set at GBP 60,000, later changed to its EUR equivalent of 76,065 by a resolution of the Board in 2009, and will be reviewed annually by the Remuneration Committee. Non-Executive Director remuneration was also designed to reflect additional responsibilities of Board committee chairmen and members. Non-Executive Directors are also reimbursed for all reasonable and documented expenses incurred in performing their role.
Upon completion of the IPO, each of the Independent Non-Executive Directors were granted A shares valued at EUR 200,000. The terms and conditions of the award are described in a share plan and require each Director to hold the A shares for a minimum of one year after their award. The number of A shares granted was equivalent to EUR 200,000 divided by the offer price of GBP 13.25 (EUR 16.69), and each Director received 11,852 A shares upon completion of the IPO valued at EUR 1,200 million. Each of the Independent Non-Executive Directors will be awarded additional A shares valued at EUR 200,000 on the first anniversary of the first grant in May 2009. The number of A shares to be awarded is equivalent to EUR 200,000 divided by the average of the highest market prices per share on each of the five trading days as reported by the London Stock Exchange.
Remuneration of Non-Executive Directors in Financial Year 2008
| Name | Annual fee GBP |
Committee Chairmanship annual fee GBP |
Committee membership annual fee GDB |
Total compensation EUR (4)(5) |
||
|---|---|---|---|---|---|---|
| Zdeněk Bakala (1) | 60,000 | 25,000 | 10,000 | 144,907 | ||
| Peter Kadas | 60,000 | 20,000 | – | 91,341 | ||
| Alex T. Krueger | 60,000 | – | 10,000 | 80,480 | ||
| Hans Jürgen Mende | 60,000 | – | – | 69,617 | ||
| Milan Jelinek (2) | 60,000 | – | – | 69,617 | ||
| Christiaan Norval | 60,000 | – | – | 69,617 | ||
| Pavel Telička (3) | 60,000 | – | – | 69,617 | ||
| Bessel Kok | 60,000 | 50,000 | 20,000 | 140,576 | ||
| Hans-Jörg Rudloff | 60,000 | – | 45,000 | 112,401 | ||
| Steven Schuit | 60,000 | – | 60,000 | 127,715 | ||
| Barry Rourke | 60,000 | 50,000 | 25,000 | 143,151 | ||
| Paul Everard | 60,000 | 40,000 | 25,000 | 133,560 | ||
| (1) Total compensation of Mr. Bakala includes remuneration received from OKD for his Board membership in 2008. (2) In addition to his fee, Milan Jelinek entered into an advisory agreement with NWR and ICS Trading, a company founded by Mr. Jelinek has been a party to a coke sales contract with OKD. (3) NWR entered into a consultancy agreement with BXL Consulting Ltd; Mr. Telička is the co-founder and Director in charge of the Brussels office of BXL. For further details regarding these contracts, see the related party transactions section of this 2008 Annual Report. (4) Excludes the value A shares awarded to Independent Non-Executive Directors. (5) The Health, Safety and Environment Committee hosts Messrs. Stan Suboleski and Karl-Friedrich Jakob as permenant guests. Their annual fee corresponds with the annual fee of other members of this committee and amounts to GBP 10,000. In 2008, both gentlemen recieved a fee in the amount of EUR 8,970 each. |
||||||
Loans to Directors
As of 31 December 2008, there were no outstanding loans to Directors or members of senior management.
Pension Scheme
The NWR Group does not operate any pension schemes on behalf of, or for the benefit of, its Directors or employees. The NWR Group does not set aside or accrue amounts to provide pension, retirement or similar benefits.
However, the NWR Group does accrue certain pension liabilities under applicable Czech law for medical leave, employment length of service (which is a special benefit paid to all employees in the mining profession once per year based on the length of the employment relationship) and termination payments for its employees. For additional information, see note 28 to NWR’s consolidated financial statements for the year ended 31 December 2008.
This Directors’ remuneration report has been approved by the Board.
Zdeněk Bakala
Chairman of the Remuneration Committee
25 March 2009