Remuneration policy for Funcom
Remuneration policy of the Supervisory Board of Funcom N.V.
The remuneration policy for the Supervisory Board was adopted by the Annual General Meeting on 14 June 2007.
Introduction
The Annual General Meeting accepts the proposed remuneration policy for the Supervisory Board, based on the recommendations of the Remuneration Committee. The suggested remuneration policy shall be presented for approval to the General Meeting of Shareholders every year.
Remuneration principles
The remuneration policy should make it possible to attract and recruit the right people for the Supervisory Board of Funcom N.V., who possess qualities as listed in the Supervisory Board Profile.
The policy should encourage and motivate the Supervisory Board to focus on a strong market position of the Company, financial results and shareholder value creation as well as providing the members of the Supervisory Board with incentives to achieve long-term growth objectives.
The total remuneration packages should aim to be competitive and in line with current international market practice for Management Board members of comparable companies, taking into account both size and business complexity.
The Remuneration Committee will regularly assess the remuneration package to assure itself that the package meets the defined remuneration principles in terms of both structure and level.
Remuneration package of the Supervisory Board
The total remuneration of the Supervisory Board consists of the following elements:
a A fixed element: annual compensation.
b A variable element: options.
a Annual compensation
The annual fixed compensation is in principle in line with current market practice, as described above. A yearly evaluation will be performed by the Remuneration Committee, with accordingly adjustments of the annual fixed compensation level. Conformity with current market practice will also be a guideline.
b Variable remuneration: Option and bonus plan
The company has reserved the right to grant share options to members of the Supervisory Board. The company views share options as an important tool for remuneration of Board members eg to enable a board composition which reflects the global nature of its business. There will be a yearly evaluation regarding suggested allocation options to members of the supervisory Board
Allocation of options to the Supervisory Board requires approval by the Annual General Meeting.
The Supervisory Board may not participate in any employee bonus program of the Company
Remuneration policy of the Management Board of Funcom N.V.
The remuneration policy for the Management Board was approved by the Supervisory Board in the March 21, 2007 meeting, and approved by the Annual General Meeting on 14 June 2007.
Introduction
The Supervisory Board determines the remuneration policy for the Management Board of Funcom N.V., based on the recommendations of the Remuneration Committee. The remuneration policy shall be presented for approval to the General Meeting of Shareholders every year.
Within the approved remuneration policy, the Supervisory Board determines the remuneration of the individual members of the Management Board, again based on the recommendations of the Remuneration Committee.
Remuneration principles
The remuneration policy should make it possible to attract and recruit the right people for the Management Board, who possess both the necessary leadership qualities and the required background and experience in relevant areas of the Company`s business. The policy should encourage and motivate the Management Board to focus on a strong market position of the Company, financial results and shareholder value creation as well as providing the members of the Management Board with incentives to achieve long-term growth objectives.
The total remuneration packages should aim to be competitive and in line with current market practice in Switzerland and Norway for Management Board members of comparable companies, taking into account both size and business complexity.
The Supervisory Board will regularly assess the remuneration package to assure itself that the package meets the defined remuneration principles in terms of both structure and level.
Remuneration package of the Management Board
The total remuneration of the Management Board consists of the following elements:
a A fixed element: annual salary and vacation allowance.
b A variable element: options.
c Pension and other benefits
a Annual salary and vacation allowance
The annual salary is in principle in line with current market practice, as described above. A yearly evaluation will be performed by the Remuneration Committee, with accordingly adjustments of the annual salary level. Potential adjustments will be based on an assessment of objective performance criteria, as well as more subjective performance criteria set by the Supervisory Board. Conformity with current market practice will also be a guideline.
b Variable remuneration: Option and bonus plan
To increase long-term loyalty to the Company and share economic benefits, Funcom N.V. has a share and option plan for the members of the Management Board. There will be a yearly evaluation of the number of options to be granted to key employees, and the individual allocation to the members of the Management Board will be based on each individual’s performance in relative and absolute terms, as well as Funcom´s share price development in the relevant period. The external auditor will contribute to verifying whether these criteria have been met. Allocation of options to the Management Board requires approval by the Annual General Meeting.
The Management Board may also participate in any employee bonus program of the Company
c Pension rights and other secondary conditions of employment
The members of the Management Board receive pension rights according to applicable law in the countries they are employed in. There is no provision for early retirement. The pension premiums will be paid by the company. The Company grants no loans to members of the Management Board.

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