415 BMW Group Report 2024 To Our Stakeholders Combined Management Report Group Financial Statements Responsibility Statement and Auditor’s Report Remuneration Report Other Information V. Other Considerations / VI. Outlook for the 2025 Financial Year V. OTHER CONSIDERATIONS BMW Group companies did not grant any loans to members of the Board of Management or the Supervisory Board in the 2024 financial year, nor did they enter into any contingent liabilities in their favour. In the reporting year, members of the Board of Man- agement and the Supervisory Board concluded contracts with BMW Group companies for the purchase of vehicles, other ser- vices (including maintenance and repair work), vehicle leasing and cash deposits at arm’s length conditions. The Company maintains a financial loss liability insurance policy for the members of the Board of Management and the Supervi- sory Board. The insurance provides cover for legal liability claims and protects the private assets of members of BMW AG’s Board of Management and Supervisory Board if a claim is made against them for financial loss in the course of exercising their executive function. A deductible is provided for members of the Board of Management that complies with the requirements of the German Stock Corporation Act (AktG). VI. OUTLOOK FOR THE 2025 FINANCIAL YEAR The remuneration system for the Board of Management was ap- proved and confirmed by the 2021 Annual General Meeting with a majority of 91.60% of the valid votes cast and has been in ef- fect since 1 January 2021. Experience since then has shown that the system, and in particular its variable remuneration compo- nents, have had the intended incentive effects. Under the current system, the remuneration of the Board of Management ade- quately reflects the performance of the Company in terms of fi- nancial and non-financial objectives. In view of the requirement to present the remuneration system to the Annual General Meeting in 2025, the Supervisory Board and, in its preparatory capacity, the relevant Committee con- ducted a thorough review of the remuneration system for the Board of Management in the past financial year. In its delibera- tions, the Supervisory Board took into account not only statutory requirements but also the recommendations of an independent external remuneration consultant, as well as suggestions from investor representatives, market practice and remuneration within the Company. At its meeting in December 2024, the Supervisory Board, acting on the recommendation of the relevant Committee, resolved to revise certain aspects of the existing system from the 2025 fi- nancial year onwards subject to approval by the 2025 General Meeting. Given that the existing remuneration system has proven to be effective, no fundamental adjustments were re- quired. The main modifications to the remuneration system include: — The market conformity of the individual remuneration com- ponents in relation to each other was examined. Conse- quently, the ranges of the relevant remuneration compo- nents in the total target remuneration were redefined. This included increasing the share of share-based remuneration in order to reinforce the long-term focus of the variable re- muneration. — In order to emphasise the significance of profitability targets within the scope of the bonus, the earnings component de- pendent on financial targets was increased from 50% to 70% of the target bonus amount. The performance compo- nent dependent on non-financial targets will in future make up 30% of the target bonus. In addition, the structure of the performance component was streamlined and the number of performance criteria was reduced significantly. The per- formance component continues to include targets related to environmental, social and governance (ESG) criteria, ac- counting for at least 50% of the target amount. — As in the previous system, most of the variable remunera- tion is granted on a share basis. The Company awards a personal cash investment amount, which is to be used to acquire shares of BMW common stock and is subject to a four-year holding period. One half of the personal cash in- vestment amount will continue to be linked to the attainment of an RoCE target for the Automotive segment and one half to the attainment of strategic focus targets, which the Su- pervisory Board sets in line with the corporate strategy and long-term corporate planning. The Supervisory Board set environmental targets as strategic focus objectives as early as the 2021 financial year. In order to promote the imple- mentation of the sustainability strategy, a minimum share of 20% of the target amount of the strategic focus target com- ponent has now been firmly established in the system for ESG-related objectives.
