2 SUPERVISORY BOARD
2.1 SUPERVISORY BOARD COMPENSATION
SAP AG Supervisory Board compensation is governed by the Company’s Articles of Incorporation, section 16. It provides that each member of the Supervisory Board receives compensation composed of a fixed element and a variable element as well as reimbursement of his or her expenditure. The variable element is linked to the dividend. The Chairperson and Deputy Chairperson are paid more fixed compensation and more variable compensation than the other members.
The fixed element is €50,000 for the Chairperson, €37,500 for the Deputy Chairperson, and €25,000 for other members of the Supervisory Board. The fixed element is paid after the end of the fiscal year.
For each €0.01 by which the dividend distributed per share exceeds €0.40, the variable element is €2,000 for the Chairperson, €1,500 for the Deputy Chairperson, and €1,000 for other members of the Supervisory Board. The variable element is paid on the first business day following the Annual General Shareholders’ Meeting resolving upon the appropriation of the retained earnings for the relevant fiscal year.
The aggregate compensation cannot exceed €100,000 for the Chairperson, €75,000 for the Deputy Chairperson, and €50,000 for other members.
Subject to resolutions of the Annual General Shareholders’ Meeting on May 12, 2005, the compensation paid to Supervisory Board members in respect of fiscal year 2004 will be as set out in the table below.
| |
2004 |
2003 |
Fixed
com-
pensation |
Variable
com-
pensation |
Total
com-
pensation |
Total
com-
pensation |
| €(000) |
€(000) |
€(000) |
€(000) |
| Prof. Dr. h. c. mult. Hasso Plattner (Chairperson. member and Chairperson since May 9. 2003) |
50.0 |
50.0 |
100.0 |
66.7 |
| Helga Classen (Deputy Chairperson) |
37.5 |
37.5 |
75.0 |
75.0 |
| Willi Burbach |
25.0 |
25.0 |
50.0 |
50.0 |
| Prof. Dr. Wilhelm Haarmann |
25.0 |
25.0 |
50.0 |
50.0 |
| Dietmar Hopp (Chairperson until May 9, 2003) |
25.0 |
25.0 |
50.0 |
70.8 |
| Bernhard Koller |
25.0 |
25.0 |
50.0 |
50.0 |
| Christiane Kuntz-Mayr |
25.0 |
25.0 |
50.0 |
50.0 |
| Klaus-Dieter Laidig (Member until May 9, 2003) |
0 |
0 |
0 |
20.8 |
| Lars Lamadé |
25.0 |
25.0 |
50.0 |
50.0 |
| Dr. Gerhard Maier |
25.0 |
25.0 |
50.0 |
50.0 |
| Dr. h. c. Hartmut Mehdorn |
25.0 |
25.0 |
50.0 |
50.0 |
| Pekka Ala-Pietilä |
25.0 |
25.0 |
50.0 |
50.0 |
| Prof. Dr. Dr. h. c. August-Wilhelm Scheer |
25.0 |
25.0 |
50.0 |
50.0 |
| Dr. Barbara Schennerlein |
25.0 |
25.0 |
50.0 |
50.0 |
| Stefan Schulz |
25.0 |
25.0 |
50.0 |
50.0 |
| Dr. Dieter Spöri |
25.0 |
25.0 |
50.0 |
50.0 |
| Dr. h. c. Klaus Tschira |
25.0 |
25.0 |
50.0 |
50.0 |
| Total |
437.5 |
437.5 |
875.0 |
883.3 |
Supervisory Board compensation in respect of fiscal year 2003, totaling €883.3 thousand, comprised fixed and variable elements in equal measure. In addition, SAP reimburses to members of the Supervisory Board the value-added tax payable on their compensation.
2.2 STOCK-BASED COMPENSATION CONTRACTS HELD
BY SUPERVISORY BOARD MEMBERS
Members are not offered stock options or other stock-based compensation for their Supervisory Board work. Any stock options or other stock-based compensation received by employee-elected members relate to their position as SAP employees and not to their work on the Supervisory Board. |
