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Remuneration Reports / Remuneration Report 2012 

This Remuneration Report has been drawn up in line with the UK Corporate Governance Code, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the UK Financial Services Authority Listing Rules. The Remuneration Report, prepared by the Remuneration Committee, explains the main principles and rules regarding the remuneration of the Directors of the Company and also provides details of Directors’ remuneration for the year ended 31 December 2012. This report will be subject to an advisory shareholder vote at the Company’s Annual General Meeting.

Information not subject to audit

Remuneration Committee

The Remuneration Committee is chaired by Bessel Kok (Senior Independent Director) and the other members are Hans-Jörg Rudloff, and Zdeněk Bakala, all of whom are Non-Executive Directors. To further promote the independent role of the Remuneration Committee, Mr. Kok, Senior Independent Director, took over the chairmanship of this Committee from Mr. Bakala in November 2012. Mr. Bakala (Non-Independent Non-Executive Director), who is a major shareholder representative remains a member of the RC contrary to provision D.2.1. of the UK Corporate Governance Code. Due to his unique insights into the shareholders demands, the Board continues to regard his membership of the Committee as critical to the further alignment of directors’ remuneration with shareholders interests.

The Committee sets the remuneration for the Executive Directors, the Chairman of the Board and the Group’s senior managers and advises the Board in relation to its responsibilities with respect to the remuneration of the Non-Executives Directors. For more information on the Remuneration Committee please see page 77. During the year, the Remuneration Committee did not seek the advice or other services of any other person.

Remuneration Policy

The Board of Directors adopted the compensation manual on 8 April 2011 with effect from 6 May 2011. The compensation manual remained unchanged in the course of 2012. The compensation manual records the remuneration policy of the Company, outlines principles regarding remuneration at senior and key positions within the NWR Group and provides a framework for the Board and the Remuneration Committee in this area.

The objective of the remuneration policy is to attract, retain and motivate talented executives by providing a well-balanced remuneration package. The remuneration policy aims to ensure that a competitive remuneration package for the Executive Directors is maintained and benchmarked against other multinational companies based in Europe and operating in global markets. Another criteria taken into account was pay and conditions applicable across the Group. The Remuneration Committee believes that the remuneration policy approved by shareholders for 2012 remains appropriate for 2013. The appropriateness of this policy for 2014 will be reviewed.

In order to align executive performance with shareholder value, the remuneration of Executive Directors is linked not only to individual performance but also to NWR Group’s performance. The Remuneration Committee sets their contractual terms, salary, bonuses and other benefits. The remuneration policy also sets out the remuneration of Non-Executive Directors, as described further below. The Board has delegated its powers and responsibilities to certain authorised officers with respect to the remuneration of senior managers and key employees of NWR Group, who shall decide on their salary, bonuses and other benefits.

Remuneration of Executive Directors

In 2012 and in previous years, the remuneration package for Executive Directors included a significant variable element in the form of a cash bonus incentive and a long-term incentive in the form of deferred shares and stock option grants (for the relative importance of variable and fixed pay, please see the table ‘Remuneration of Executive Directors in financial year 2012’ below). The Remuneration Committee ensured that an appropriate balance between the fixed and performance-related elements of executive remuneration was maintained.

As a part of its remuneration policy for Executive Directors, the Company is using the Deferred Bonus Plan, as described in more detail below.

Base salary

To ensure remuneration remains effective in supporting the Group’s business objectives, the Remuneration Committee annually reviews base salary levels for Executive Directors, taking into account external benchmarks. When setting salary levels, the Remuneration Committee takes into consideration individual performance, NWR Group performance and changes in responsibilities.

Bonus

Executive Directors may be awarded cash bonuses by the Remuneration Committee. The value of the cash bonus is determined by the Remuneration Committee following evaluation of financial and non-financial benchmarks, such as achievements of the approved budget (in particular KPIs, such as EBITDA, production thresholds and revenues) and individual contribution and achievement of each Executive Director. Executive Directors may be also awarded bonus (part in cash, part in A shares) under the Deferred Bonus Plan as described below. Starting in 2013, the Remuneration Committee aims to bring provision of all annual bonuses for the Executive Directors under the umbrella of the Deferred Bonus Plan.

Stock option plan for the Chairman of the Board

On 3 September 2012, the Company granted to Mr. Penny, Executive Chairman 750,000 share options over A shares in three equal tranches (representing an aggregate of 750,000 ordinary A shares). Each share option gives Mr. Penny the right to acquire one A share for an exercise price of EUR 0.01. Each tranche vests equally over three years representing one third of the options each year (first tranche on the first, second and third anniversary of the grant date, second tranche on the second, third and fourth anniversary of the grant date and lastly third tranche on the third, fourth and fifth anniversary of the grant date). The options vest subject to Mr. Penny remaining employed by the Company. Upon change of control the options lapse and may be, at the discretion of the Board, replaced by equivalent options in the company that obtains control. The Directors may change the option plan, however changes in the number of shares, beneficiary, exercise price and certain other rights, are subject to an ordinary resolution of the general meeting. The options are not pensionable.

The option plan of Mr. Penny was agreed as a condition of employment, in order to attract and secure a unique and high-quality candidate for the top level position in the Company. The terms and conditions of the option plan are to a large extent inspired by the existing precedent – the stock option plan of the former Chairman of the Board described below.

Stock option plan for the former Chairman of the Board

On 1 September 2008, Mr. Salamon was awarded share options equal to 0.5 per cent of NWR NV’s A share capital as per the date of grant. Each share option gave Mr. Salamon the right to acquire one NWR NV A share on the vesting date. Following the UK redomiciliation, NWR and Mr. Salamon have amended the options granted to Mr. Salamon so that they relate to the A shares of the Company. The exercise price per option was EUR 0.01. Vesting over five years, the option award enabled Mr. Salamon to ultimately acquire to 0.5 per cent of NWR’s share capital by 1 September 2012 subject to the condition of Mr. Salamon remaining an executive member of the Board. This stock option plan has expired with the last exercise of the options in 2012.

Share awards plan for the former Chief Executive Officer of OKD

Following the extension of the employment term between Mr. Beck and OKD in 2010, Mr. Beck was entitled to receive 250,045 A shares of NWR on 1 July 2012 and 250,045 A shares on 1 July 2011, or cash in lieu of shares. This share award plan expired following the retirement of Mr. Beck from the position of OKD’s CEO. The new CEO of OKD participates in the Deferred Bonus Plan.

Deferred Bonus Plan

NWR Group operates a deferred bonus plan (the ‘Deferred Bonus Plan’) as a long-term incentive and motivation instrument for Executive Directors (in 2012 Mr. Jelínek) as well as senior managers and key employees of NWR Group. The Deferred Bonus Plan was adopted by the Board of 8 April 2011 with effect from 6 May 2011 in a form substantially similar to the original deferred bonus plan operated by NWR NV. The rules of the Deferred Bonus Plan were amended on 13 November 2012 when a new long-term share incentive feature was introduced effective as of 1 January 2013. Approval is being sought at the AGM for changes to the Deferred Bonus Plan to allow for the grant of awards which are not linked to the amount of a participant’s bonus.

The original deferred bonus plan operated by NWR NV was modified in connection with the redomiciliation of NWR NV to the UK, so that all outstanding awards over the A shares of NWR NV became awards of NWR A shares (effective from 6 May 2011) and at the same time the board of NWR NV also resolved that no new awards will be granted under that plan.

Eligibility

Executive Directors, senior managers and key employees of the NWR Group are eligible to participate in the Deferred Bonus Plan subject to approval of their participation by the Remuneration Committee.

Annual Bonus and Deferred Bonus Award

An annual bonus opportunity will be set as a percentage of base salary. For any bonus to be payable to an Executive Director, the Company‘s annual EBITDA would have to be at least 80% of the target set at the start of the year. This condition aims to provide a strong connection between business imperative and performance.

If this condition is met, the annual bonus for Executive Directors may be up to 300 per cent of their annual salary. The actual amount is determined on the basis of evaluation of performance criteria described below. The above EBITDA target does not apply to participants who are not Executive Directors or board members of any NWR Group company. For other participants bonus maximum amount is set at 200 and 300 per cent of the annual salary depending on the position held.

Performance will be measured against a balanced scorecard, providing a shared framework within which specific performance criteria shall be set relevant to the participant and his or her area of responsibility, which may include one or more of EBITDA, CAPEX, cost control, production, safety, etc. Performance criteria for the Executive Directors are set by the Remuneration Committee, for other participants these criteria are set by the respective authorised officers. The Remuneration Committee also sets the NWR Group-wide performance criteria for all participants.

Bonus eligibility will be determined using annual results. The Remuneration Committee shall decide on the actual amount of bonus payable to the Executive Directors and authorised officers will decide in relation to the other participants (with the Remuneration Committee approving only the volume of the deferred A shares). The number of A shares granted will be derived using the average of opening prices of an A share as reported by the London Stock Exchange on each of the five business days preceding and including the date of grant. The maximum number of A shares offered under the Deferred Bonus Plan to an Executive Director in one bonus year may not exceed 250,000 A shares.

Long Term Incentive (LTI)

In addition to the annual bonus, a new long-term incentive was introduced in 2012 for (existing as well as new) participants, (incl. Executive Directors). The LTI is designed to provide awards over fully paid A shares which will normally vest three years after grant. The amount of the LTI will be determined by the Remuneration Committee but the value of the A shares at the date of the grant can not be higher than the amount of annual bonus. Vesting of the LTI will be subject to performance criteria, which have not yet been determined, but will be disclosed in due course. The criteria will be set by the Remuneration Committee either for individual participant or on Group-basis and may be either equal or more stretching than the annual bonus criteria. It should be mentioned that the LTI and the annual bonus are linked, and no LTI will be awarded unless an annual bonus under the Deferred Bonus Plan was paid. The first LTI may be awarded by the Remuneration Committee for the year 2013.

Ad hoc grants

The Deferred Bonus Plan allows ad hoc grants, although the use of such grants should be minimized to exceptional circumstances. The value of the shares subject to any ad hoc grant shall not exceed 250% of annual salary in each case in each financial year. No ad hoc grant have been made in 2012.

Vesting

A Deferred Bonus Plan award as well as an LTI award) will vest three years after grant. The A shares will be released to the participant provided that the participant is still employed by NWR Group but may be released earlier if the participant is a good leaver. No dividend will be paid out on the deferred shares during the deferral period.

Put option

Each participant will have a put option, which will give the participant an option to sell the A shares received on vesting at market price at that time to give him/her the benefit of any future price increase, but protect him/her from any potential reduction in value that he/she has already earned. The period to exercise the put option will be limited to three years and the put option will cease to exist if the participant leaves NWR Group.

Adjustment and clawback provisions

If the Remuneration Committee believes that extraordinary circumstances have occurred during the period in which the predetermined performance criteria have been or should have been achieved, which lead to an unfair result with respect to the deferred bonus amounts or LTI awarded, the Remuneration Committee retains the discretionary power to adjust the values as appropriate.

If any variable remuneration, be it in the form of cash or A shares, has been awarded on the basis of incorrect financial or other data, the Board is entitled to recover such remuneration from the participant. This right of recovery exists irrespective of whether the participant has been responsible for the incorrect financial or other data or was aware or should have been aware of the inaccuracy. The right of recovery expires upon vesting.

Termination

If a participant ceases to be employed with NWR Group before vesting in particular due to death, retirement at normal retirement age, redundancy or retirement through illness or injury, maternity leave, leave of absence, illness or personal reasons (good leaver), he/she will be entitled to receive the deferred A shares, unless the Remuneration Committee decides otherwise. A participant leaving for other reasons (bad leaver) will lose their entitlement to the deferred A shares.

Changes in share capital

In the event of any capitalisation, consolidation, sub-division or reduction of the share capital and in respect of any discount element in any rights issue or any other variation in the share capital, the deferred A shares may be varied in such manner as Remuneration Committee shall determine.

Change in control

Upon a change in control of NWR Group, deferred shares will vest on a time pro-rated basis unless the Remuneration Committee decides that this is inappropriate given overall performance. Vested A shares shall be issued or delivered, as the case may be, as soon as is practicable.

Amendments

The Board may at any time at its sole discretion alter the Deferred Bonus Plan or propose to discontinue it. Otherwise, the Remuneration Committee may, at its sole discretion, determine the vesting or cancellation of the deferred bonus award in accordance with the principles of reasonableness and fairness and in exceptional circumstances.

Proposed changes

Approval is being sought at the AGM for changes to the Deferred Bonus Plan, for a description of the changes please see the AGM notice.

Stock option plan for Executive Directors, senior management and key employees

Due to the implementation of the Deferred Bonus Plan, the stock option plan of NWR NV (the ‘Stock Option Plan’) was discontinued as of 31 December 2010. Since 2011 no options were granted under the Stock Option Plan which continues only in relation to options granted previously. In connection with the UK redomiciliation, NWR has granted equivalent (rollover) options over NWR A shares to the Executive Directors, senior managers and key employees who participated in the Stock Option Plan. These rollover options continue on the same terms and conditions as applied to the options granted originally under the Stock Option Plan (with appropriate adjustments).

As at 31 December 2012, the total number of options granted over NWR A shares (excluding options of holders who had left
NWR Group and have not obtained a ‘good leaver exemption’) was 5,502,382 and their total monetary value was GBP 11,123,143 (approx. EUR 13,010,528), which was calculated on the Black-Scholes model.

Exercise of options

The exercise price of options granted upon completion of the IPO in May 2008 is GBP 13.25. The exercise price of options granted in 2009 is GBP 2.8285 and the exercise price of options granted in 2010 is GBP 7.128.

Subject to certain conditions, the options vest over a three year period. For each year during the vesting period, one third of the granted options become eligible for vesting. 50 per cent of the stock options vest if the threshold performance is achieved, and 100 per cent of the stock options vest if the target performance is achieved. Vesting between threshold and target is on a straight-line basis. For Executive Directors (including Marek Jelínek) and certain members of senior management and key employees, EBITDA threshold and target performance were used for vesting purposes. For other senior management and key employees of NWR Group, production and cost control thresholds and targets were set, as relevant to the participant and his/her area of responsibility.

Options can be exercised from the vesting date until the eighth anniversary of the date of award. Options, which have not been exercised will normally lapse on the eighth anniversary of their grant. Options may, however, be exercised early under certain circumstances, including certain terminations of employment and in the event of a takeover (change of control), scheme of arrangement or winding up. Options are not transferable and may only be exercised by the persons to whom they are granted.

No options were exercised under the Stock Option Plan during 2012.

For more details about the Stock Option Plan and its terms and conditions, please see pages 72 and 73 of the 2010 Annual Report of NWR NV and page 97 of the 2011 Annual Report.

Other benefits

In addition to the salary, bonus and share-based incentives, additional non-cash benefits may be provided by NWR Group to Executive Directors, such as relocation allowances, accommodation allowances, school fees, medical insurance and company car arrangements. The total annual value of the non-cash benefits provided may not exceed EUR 300,000 for each individual Executive Director. These do not include pension benefits.

Executive Directors are not entitled to any benefit upon termination of their employment agreement other than the contractual benefits that apply during the notice period.

Service contracts of Executive Directors

Name Date of appointment1 Termination date Notice period2
Gareth Penny 3 September 2012 Twelve months’ notice by NWR; six month’s notice by Director
Mike Salamon 8 April 2011 30 September 2012 Not applicable executive service contract terminated.
Klaus-Dieter Beck 8 April 2011 31 December 20123 Not applicable executive service contract terminated.
Marek Jelínek 31 March 2011 Six months’ notice by NWR; three month’s notice by Director
1 Prior to the date of their appointment as Directors of NWR, Messr. Salamon, Beck and Jelínek have been directors of NWR NV (as of 1 September 2007, 1 July 2007 and 6 March 2007, respectively). Mr. Jelínek continued to hold the directorship in NWR NV throughout the whole of 2012, Mr. Salamon retried from all positions in the NWR Group as at 30 September 2012.
2 Service contracts of Executive Directors provide for payment of salary alone in lieu of notice.
3 Until 31 March 2013 Mr. Beck remains on the Board as Non-Executive Non-Independent Director in accordance with his letter of appointment.

Audited Information

Remuneration of Executive Directors in financial year 2012

The tables below provide a description of the pre-tax remuneration of Executive Directors for the fiscal year ended 31 December 2012 and 2011.

large table

Salary Cash bonus Other benefits Value of stock options exercised Value of share awards TOTAL
EUR EUR EUR6 EUR EUR EUR
Name 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
Gareth Penny1 125,873 33,503 159,376
79% 21% 100%
Mike
Salamon2
230,386 287,522 978,124 1,610,457 1,208,510 1,897,979
19% 15% 81% 85% 100% 100%
Klaus-Dieter Beck 3,4 681,667 737,231 1,050,000 1,464,010 243,316 213,155 1,022,047 2,509,446 2,997,030 4,923,842
23% 15% 35% 30% 8% 4% 34% 51% 100% 100%
Marek Jelínek 290,000 290,000 1,301,342 102,198 112,073 –5 392,198 1,703,41
74% 17% 76% 26% 7% 100% 100%
The remuneration for 2011 includes remuneration received as Directors of both NWR and NWR NV. 1 Mr. Penny joined as Executive Director on 3 September 2012.
2 Mr. Salamon retired as Executive Chairman as at 30 September 2012.
3 Except for the cash bonus in 2012, Mr. Beck received his remuneration in CZK. The amounts stated in this table for 2011 were converted into EUR from CZK at an exchange rate of 24.59 CZK/EUR, which was the average exchange rate in 2011. The amounts stated in this table for 2012 were converted into EUR from CZK at an exchange rate of 25.15 CZK/EUR, which was the average exchange rate in 2012.
4 Gross salary of Mr. Beck includes remuneration received from OKD and OKK Koksovny for his Board membership in 2011 and 2012. In January 2011, Mr. Beck received a cash amount of CZK 41,724,729 (which is approximately EUR 1,650,242) as a cash equivalent of 2009 share grant (please see below ‘Stock option grants/Share awards 2012’ table for more details). This amount is not included in this table.
5 Mr. Jelínek received also the 30,000 A shares, which have been deferred for three years, as an ad hoc grant under the Deferred Bonus Plan which are not included herein.
6 Includes in-kind compensation, e.g. personal travel costs, additional health insurance, housing, etc.

In 2012, Mr. Penny received an annual fee of CHF 108,000 from Julius Baer Holding Ltd for his non-executive directorship and USD 75,000 for his position on the advisory board of TowerBrook Capital Partners. Mr. Salamon received an annual fee of GBP 40,000 from Central Rand Gold, GBP 52,500 from Gem Diamonds and USD 150,000 in connection with his non-executive positions he holds in the afore-mentioned companies. As a non-executive director of SUEK which he joined in June 2012, Mr. Beck received RUB 505,000 per month and as member of supervisory board of TUEV-Nord he received an annual fee of EUR 12,000.

Stock option

large table

Name Date of grant Option as at 1 January 2012 (or on joining if later) Number of options as at 31 December 2012 (or on leaving if earlier) Number of options granted during the year Number of options exercised during the year Number of options lapsed during the year Exercise price per share First date for exercise Expiry date Closing price on LSE on the date of grant Closing price on LSE on the date of exercise
Gareth Penny1 3 September 2012 750,000 750,000 750,000 EUR 0.01 03September 20131 7th anniversary of the first vesting date for each tranche GBP 2.79 N/A
Mike Salamon3 1 September 2008 264,1144 267,019 &ndash EUR 0.01 01 September 2008 01 September 2016 GBP 15.63 GBP 2.792
Marek Jelínek5 9 May 2008 39,776 39,776 GBP 13.25 9 May 2011 09 May 2016 GBP 14.30 N/A
24 June 2009 221,889 221,889 GBP 2.8285 24 June 2012 24 June 2017 GBP 2.88 N/A
17 March 2010 88,310 88,310 GBP 7.128 17 March 2013 17 March 2018 GBP 7.45 N/A
The share price on 31 December 2012 was GBP 3.37 and the highest and lowest share prices during the year were GBP 5.47 and 2.24 respectively. All options and awards were granted for no consideration and no changes to their terms were made during the year.
1 Mr. Penny was grated the options under his stock option plan (details of this plan can be found in this section under ‘Stock option plan for the Chairman of the Board’. The options were granted in three tranches. Each tranche vests equally over three years representing one third of the options each year (first tranche on the first, second and third anniversary of the grant date, second tranche on the second, third and fourth anniversary of the grant date and lastly third tranche on the third, fourth and fifth anniversary of the grant date)
2 On 1 September 2012 LSE was closed. The closing price is provided for the first following LSE trading day, i.e. 3 September 2012.
3 Mr. Salamon received options under his stock option plan (details of this plan can be found in this section under ‘Stock option plan for the former Chairman of the Board’.
263,800 options in A shares of NWR NV vested on 1 September 2008, 264,351 options vested on 1 September 2009 and 265,150 options vested on 1 September 2010. Following the UK redomiciliation, the options granted to Mr. Salamon have been changed and relate to the A Shares of the Company, such 261,585 options vested on 1 September 2011 and 267,019 vested on 1 September 2012.
4 The stock option plan provided for 1,319,000 stock options and adjustment mechanism giving Mr. Salamon ultimately the option over 0.5 per cent of NWR‘s capital. Thus the final number of the stock options adjusted in accordance with plan conditions amounts to 1,321,905. The stock option grants vesting in 2011 and 2012 have been included in the table above ‘Remuneration of Executive Directors’ – column ‘Value of stock options exercised’.
5 Mr. Jelínek received options under the Stock Option Plan. Due to discontinuation of the Stock Option Plan at the end of 2010, he received no options in 2011.
In the absence of a transitional arrangement for equity incentives to Executive Directors who participate in the Deferred Bonus Plan, for their performance in financial year 2010, the board of NWR NV resolved, on 3 March 2011, on an ad hoc grant of 30,000 deferred NWR NV A Shares to Mr. Jelínek. The deferred shares, which have been rolled over to A shares of the Company, will vest in three years, provided that Mr. Jelínek is employed by the Group on the vesting date.

Long Term Incentives

Name Date of grant Scheme interests as at 1 January 2012 (or on joining if later) Scheme interests as at 31 December 2012 (or on leaving if earlier) Number of shares under awards granted during the year Number of shares under awards vesting during the year Number of shares under awards lapsed during the year Last vesting date Closing price on LSE on the date of grant Closing price on LSE on the date of vesting
Marek
Jelínek1
03 March 2011 30,000 30,000 3 March 2014 GBP 9.79 N/A
Klaus-Dieter Beck 01 July 2010 250,045 250,045 1 July 2012 GBP 6.70 GBP 3.343
1 These awards were granted under the Deferred Bonus Plan which is described above and relate to 30,000 A shares.
2 These awards were made under the share award plan for Mr. Beck, details of which can be found in this section under ‘Share awards plan for the former Chief Executive Officer of OKD, a.s.’. The share awards in 2011 and 2012 have been included in the table above ‘Remuneration of the Executive Directors’ – column ‘Value of share awards’.
3 On 1 July 2012 the LSE was closed. The closing price is provided for the first following LSE trading day, i.e. 2 July 2012.

Remuneration of Non-Executive Directors

Each Non-Executive Director has entered into a letter of appointment with NWR, the relevant terms of which are set out below.

In accordance with NWR’s Articles of Association, the term of appointment of the Non-Executive Directors is four years, subject to satisfactory performance and re-election when appropriate at the Annual General Meeting of Shareholders. One-month notice period applies for the termination of each Non-Executive Director‘s letter of appointment. Unless the appointment as a Non-Executive Director is renewed on or prior to the termination date, the term as a Non-Executive Director shall lapse immediately after the termination date. The appointment may also be terminated at any time by the General Meeting. None of the Non-Executive Directors is entitled to any benefit on termination of his letter of appointment.

The basic annual fee payable to the Non-Executive Directors is EUR 76,065, which is reviewed annually by the Remuneration Committee. Any amendments to the remuneration of the Non-Executive Directors require a resolution of the Board. The Remuneration Committee believes remuneration rates remain appropriate for 2012.

NWR does not operate a share plan for the Independent Non-Executive Directors.

Non-Executive Directors are reimbursed for all reasonable and documented expenses incurred in performing their role.

Remuneration of Non-Executive Directors in financial year 2012

Annual fee (EUR) Committee chairmanship
annual fee (EUR)
Committee membership
annual fee (EUR)
Total
compensation
(EUR)
Name 2012 2011 2012 2011 2012 2011 2012 2011
Zdeněk Bakala1
Peter Kadas1
Hans Mende 76,065 76,065 6,3392 76,065
Pavel Telička3 76,065 76,065 76,065 76,065
Kostyantin Zhevago4 76,065 76,065 76,065 76,065
Bessel Kok 76,065 76,065 89,5855 80,0596 23,697 25,355 189,347 181,479
Hans-Jörg Rudloff 76,065 76,065 57,049 57,049 133,114 133,114
Steven Schuit 76,065 76,065 95,082 95,082 171,147 171,147
Barry Rourke 76,065 76,065 66,7217 63,387 42,708 40,0308 185,494 179,482
Paul Everard 76,065 76,065 63,387 63,387 31,694 31,694 171,146 171,146
The remuneration for 2011 includes remuneration received as Non-Executive Directors of both NWR and NWR NV. 1 Mr. Bakala and Mr. Kadas waived their fees for the whole of 2012 as well as 2011.
2 Mr. Mende resigned from the Board as at 31 January 2012.
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 2012 Annual Report.
4 Mr. Zhevago agreed to waive his annual fee for the benefit of a charity for 2011 as well as 2012.
5 The 2012 annual chairmanship fee of Mr. Kok for 2012, includes the fee for chairmanship in the Audit and Risk Management Committee and the pro-rata chairmanship fees for Remuneration Committee and Nomination Committee. Mr. Kok became the chairman of the Remuneration Committee on 13 November 2012 and ceased to be the chairman of the Nomination Committee on the same day. The 2012 membership fees of Mr. Kok are presented in the same pro-rata way.
6 The annual chairmanship fee of Mr. Kok for 2011, includes the fee for chairmanship in the Audit and Risk Management Committee and the pro-rata chairmanship fee for Nomination Committee, which came into existence on 6 May 2011.
7 The annual chairmanship fee of Mr. Rourke for 2012, includes the fee for chairmanship in the Real Estate Committee and the pro-rata chairmanship fee for Nomination Committee. Mr. Rourke became the chairman of the Nomination Committee on 13 November 2012. The 2012 membership fees of Mr. Rourke are presented in the same pro-rata way.
8 The annual membership fee of Mr. Rourke for 2011, includes the membership fee for Audit and Risk Management Committee and pro-rata membership fee for Nomination Committee, which came into existence on 6 May 2011.

Share performance

Share performance

The total shareholder return (‚TSR‘) is calculated as a growth in capital from purchasing a share in the Company assuming that the dividends are reinvested each time they are paid. For simplicity, we assume that the total dividend (I.e. Interim and final) is reinvested at the end of the year. TSR is expressed in GBp and the initial investment is one A share bought at the IPO price of Gbp 1,325. The aim
of this chart is to provide comparison of the Company‘s performance with the relevant benchmark (FTSE 350 Mining Index).

Directors’ interests in shares

The table below sets out information pertaining to the shares held by the Directors and their connected persons in NWR.

Name At 1 January 2012 At 31 December 20122
Gareth Penny 750,000 options
Mike Salamon 700,986 shares and 264,114 options 835,005 shares
Marek Jelínek 7,075 shares and 349,975 options and 30,000 deferred shares under Deferred Bonus Plan 7,075 shares and 349,975 options and 30,000 deferred shares under Deferred Bonus Plan
Klaus-Dieter Beck 12,490 12,490
Zdeněk Bakala1
Peter Kadas1
Hans Mende
Pavel Telička
Kostyantin Zhevago
Bessel Kok 54,308 54,308
Hans-Jörg Rudloff 81,299 35,077
Steven Schuit 25,843 25,843
Paul Everard 67,843 67,843
Barry Rourke 55,843 55,843
1 Please refer to the ‘Shareholder information’ on page 168 in respect of the individual interests of entities affiliated with Messrs. Bakala and Kadas in the A shares and B shares of NWR. 2 There were no changes from 31 December 2012 to 18 March 2013, which is the latest practicable date before publication of the AGM notice.

Loans to Directors

No personal loans, guarantees or other similar instruments may be provided to the Directors.

Pension scheme

In 2012 NWR Group did not operate any pension schemes on behalf of, or for the benefit of, its Directors or employees.
Accordingly, NWR Group does not set aside or accrue amounts to provide pension, retirement or similar benefits.

This Remuneration Report has been approved by the Board.

Bessel Kok
Chairman of the Remuneration Committee
14 March 2013