1.2 Captura y almacenamiento de CO 2 (CAC)
1.2.3 Almacenamiento de CO 2
• Mr. Dino Kitzinger, Munich/Germany (Chairman), corporate consultant (as of 3 July 2009)
• Mr. Mark Littlefield, San Jose, USA, (Vice chairman) Managing Partner of BluePoint Controls Inc.
(as of 3. July 2009)
• Mr. Thomas J. Leonard, Holland, USA, President of Optera Inc. (as of 3 July 2009)
• Mr. Richard Roy, Dreieich/Germany (Chairman), corporate consultant (until 3 July 2009)
• Mr. Michael Sienkiewicz, San Francisco, USA, (Vice chairman), corporate consultant (until 3 July 2009)
• Mr. Axel Bauer, Dresden/Germany, attorney at law (until 31 May 2009)
The Supervisory Board members do not hold any other mandates beside their obligation to Balda AG.
Notes
Balda AG Board of Directors
• Mr. Michael Sienkiewicz, San Francisco (USA), CEO (as of 6 July, 2009)
Foreign Companies, Human Resources Balda Group, Public Relations and Marketing, Sales and Distribution, Technology, Purchase
• Mr. Rainer Mohr, Mülheim a.d.R., CFO (as of 6 July 2009)
Finances, Controlling, IT, Legal Department/Insurance/Taxes, Investor Relations, Internal Audit, Human Resources Balda AG
• Mr. Dirk Eichelberger, Munich (until 3 July 2009)
Finances, Controlling, IT, Legal Department/Insurance/Taxes, Investor Relations
Mr. Michael Sienkiewicz is concurrently
• Chairman of the Board of Directors of
Balda Investments Singapore Pte. Ltd., Singapore/Singapore (as of 8 July 2009) Balda Solutions Malaysia Sdn. Bhd., Ipoh/Malaysia (as of 6 August 2009)
• Vice-chairman of the Board of Directors of Balda Motherson Solution India Ltd., Chennai/India (as of 28 August 2009)
• Member of the Board of Directors of
Balda Solutions (Suzhou) Ltd., Suzhou/China (as of 8 July 2009) Balda Solutions (Beijing) Ltd., Beijing/China (as of 8 July 2009) Balda Investments Mauritius Ltd., Mauritius (as of 22 July 2009)
TPK Holding Co. Ltd., Cayman Islands/Cayman Islands (as of 7 July 2009)
Balda Capital Singapore Pte. Ltd., Singapore/Singapore (as of 23 September 2009)
Mr. Rainer Mohr is concurrently
• Member of the Board of Directors of
Balda Investments Singapore Pte. Ltd., Singapore/Singapore (as of 8 July 2009) Balda Solutions Malaysia Sdn. Bhd., Ipoh/Malaysia (as of 6 August 2009) Balda Solutions (Suzhou) Ltd., Suzhou/China (as of 8 July 2009)
Balda Solutions (Beijing) Ltd., Beijing/China (as of 8 July 2009) Balda Investments Mauritius Ltd., Mauritius (as of 22 July 2009)
Balda Motherson Solution India Ltd. Chennai/India (as of 28 August 2009) Balda Solutions USA Inc., Raleigh/United States (as of 6 July 2009)
Mr. Dr. Eichelberger was concurrently
• Member of the Board of Directors of
Balda Investments Singapore Pte. Ltd., Singapore/Singapor Balda Solutions Malaysia Sdn. Bhd., Ipoh/Malaysia
Balda Investments Mauritius Ltd., Mauritius Balda Solutions Xiamen Ltd., Xiamen/China
TPK Holding Co. Ltd., Cayman Islands/Cayman Islands Balda Solutions USA Inc., Raleigh/United States Balda Motherson Solution India Ltd. Chennai/India Balda AVY Investments Singapore Pte. Ltd.
Remuneration of the Board of Directors and Supervisory Board Remuneration of the Supervisory Board
As a German stock corporation (Aktiengesellschaft, AG), Balda is subject to German stock
corporation statutory regulations. Therefore the corporation possesses a two-tier management and control structure, consisting of two Boards of Directors and the statutory three members of the Supervisory Board.
Dr. Axel Bauer resigned from the Supervisory Board, effective as of 31 May 2009. The chairman of the Supervisory Board, Richard Roy, and member of the Supervisory Board, Michael Sienkiewicz, both resigned from the corporation’s supervisory body on conclusion of the annual general meeting on 3 July 2009.
The shareholders of Balda AG elected three new members to the corporation’s Supervisory Board at the annual general meeting on 3 July 2009. The body is comprised of Dino Kitzinger,
Munich/Germany; Mark Littlefield, San José, California/USA; and Thomas J. Leonard, Holland, Michigan/USA.
Supervisory Board and remuneration report
The members of the Supervisory Board have received the following remuneration for the 2009 financial year:
in EUR
Fixed remuneration Attendance fees Variable remuneration Total income
Richard Roy 12,500 3,000 20,164 35,664 Dr. Axel Bauer 5,208 3,000 8,274 16,482 Michael Sienkiewicz 9,375 3,000 15,123 27,498 Dino Kitzinger 12,500 7,500 19,836 39,836 Mark Littlefield 9,375 7,500 14,877 31,752 Thomas J. Leonard 6,250 7,500 9,918 23,668 Total: 55,208 31,500 88,192 174,900
The remuneration for the Supervisory Board is determined by the annual general meeting. It includes a success-related component and a component independent of success. The variable remuneration is geared towards the development of the price of the Balda share in comparison to the SDax. The Balda share price, viewed over the year, moved definitely above the Sdax
performance in 2009. The Balda share has developed better than the SDax by 545 basis points by the end of the year. The corporation did not grant any consultancy mandates or mediation
mandates in the reporting year. In that regard, Balda does not pay any separate remuneration. (Code article 5.5.4).
No obvious conflicts of interests existed for the body or its members in the reporting period.
In its meeting on 23 December 2009, the Supervisory Board decided not to conduct an efficiency audit for the 2009 financial year due to the complete replacement of the board (Code article 5.6).
Board of Directors and remuneration report
The composition of the Board of Directors of Balda AG changed over the course of the reporting year. Sole director Dr. Dirk Eichelberger (CEO) resigned, effective as of 3 July 2009. Rainer Mohr, lastly Chief Financial Officer (CFO) of Sovello AG, followed as Chief Financial Officer (CFO). The corporation’s new Supervisory Board appointed Michael Sienkiewicz as the company’s new Chief Executive Officer (CEO), with effect on 6 July 2009.
Notes
The 2009 remuneration of members of the Board of Directors consisted of the following (Remuneration report - Code article 4.2.5): The remuneration of members of the Board of Directors comprises monetary remuneration components, consisting of fixed and variable
components (Code article 4.2.3) as well as ancillary benefits. The ancillary benefits include the use of vehicles, a direct insurance contract and a group accident insurance contract. No further
contractual pension commitments were finalized. Members of the Board of Directors did not receive any benefits from third parties that were agreed upon in view of their Board activities or granted during the 2009 fiscal year (Code article 4.2.3).
Aside from the fixed remuneration, the remuneration of members of the Board of Directors in 2009 includes payments after resignation of Board members. In principle, the variable remuneration of the Board of Directors comprises components that are connected to the company’s entrepreneurial and economic success (performance based remuneration), as well as components with long-term incentives.
For the newly appointed Board of Directors, the component depending on the economic success is calculated by means of the operational result (EBIT) of the Balda Group in the 2009 financial year. For the previous Board of Directors, the earnings before taxes (EBT) were drawn upon for the calculation.
The remuneration component with a long-term incentive effect is a share option program that was decided upon in June 2006 and expired 30 June 2009, as scheduled. The last share options were granted in March 2009; they expired in July 2009, however.
A new remuneration component with a long-term incentive effect starting in 2010 is not planned because of the time-limited Board of Directors contracts.
The previous program had a volume of up to 4,016,000 options corresponding to the decisions made by the annual general meeting. The corporation was able to issue 50 percent of these options to the Board of Directors, 30 percent to the managers of the subsidiaries and 20 percent to the employees of the Balda Group. The issuance could be made until 30 June 2009. The maturity of the options is five years as of the pertinent date of issue, with a blocking period of two years. Before the option is exercised, the Xetra closing price of the Balda share has to have risen to a minimum of 120 percentage points of the issue price at least once during the blocking period. Other hurdles to the exercise are determinable individually upon issuance. The issue price of the options corresponds with the average Xetra closing price of the Balda share on the last ten trading days of the stock market prior to the issuance of the option.
The Board of Directors and Supervisory Board are entitled to set a profit margin for the exercising of the options in the case of unusual and unanticipated developments (Code article 4.2.3) for the allocation of options as well as for the exercising thereof.
Board of Directors remuneration report
The members of the Board of Directors received the following remuneration for the 2009 financial year:
in EUR
Fixed remuneration Profit-related Ancillary benefits Remuneration with long Total and gratuities remuneration term incentive effect
Total: 433,368 183,313 17,678 0 634,359
of which:
Michael Sienkiewicz 149,240 104,750 13,524 0 267,515
Rainer Mohr 103,696 78,563 2,262 0 184,520
Gratuities account for KEUR 150 of the fixed remuneration and gratuities.