8.3 Share-based payment
With effect from 1 January 2000 the Executive Board of Hannover Re, with the consent of the Supervisory Board, introduced a virtual stock option plan that provides for the granting of stock appreciation rights to certain managerial staff. The content of the stock option plan is based solely on the Conditions for the Granting of Stock Appreciation Rights. All the members of the Group's management are eligible for the award of stock appreciation rights. Exercise of the stock appreciation rights does not give rise to any entitlement to the delivery of Hannover Re stock, but merely to payment of a cash amount linked to the performance of the Hannover Re share. Recognition of transactions involving stock appreciation rights with cash settlement is governed by the requirements of IFRS 2 "Share-based Payment".
Stock appreciation rights were first granted for the 2000 financial year and are awarded separately for each subsequent financial year (allocation year), provided the performance criteria defined in the Conditions for the Granting of Stock Appreciation Rights are satisfied.
The internal performance criterion is achievement of the target performance defined by the Supervisory Board, which is expressed in terms of the diluted earnings per share calculated in accordance with IAS 33 "Earnings Per Share" (EPS). If the target EPS is surpassed or undershot, the provisional basic number of stock appreciation rights initially granted is increased or reduced accordingly to produce the EPS basic number. The external performance criterion is the development of the share price in the allocation year. The benchmark used in this regard is the (weighted) ABN Amro Rothschild Global Reinsurance Index. This index encompasses the performance of listed reinsurers worldwide. Depending upon the outperformance or underperformance of this index, the EPS basic number is increased - albeit by at most 400% of the EPS basic number - or reduced - although by no more than 50% of the EPS basic number.
The maximum period of the stock appreciation rights is ten years, commencing at the end of the year in which they are awarded. Stock appreciation rights which are not exercised by the end of the 10-year period lapse. Stock appreciation rights may only be exercised after a waiting period and then only within four exercise periods each year. For 40% of the stock appreciation rights (first tranche of each allocation year) the waiting period is two years; for each additional 20% of the stock appreciation rights (tranches two to four of each allocation year) the waiting period is extended by one year. Each exercise period lasts for ten trading days, in each case commencing on the sixth trading day after the date of publication of the quarterly report of Hannover Rückversicherung AG.
Upon exercise of a stock appreciation right the amount paid out to the entitled party is the difference between the basic price and the current market price of the Hannover Re share at the time of exercise. In this context, the basic price corresponds to the arithmetical mean of the closing prices of the Hannover Re share on all trading days of the first full calendar month of the allocation year in question. The current market price of the Hannover Re share at the time when stock appreciation rights are exercised is determined by the arithmetical mean of the closing prices of the Hannover Re share on the last twenty trading days prior to the first day of the relevant exercise period.
The amount paid out is limited to a maximum calculated as a quotient of the total volume of compensation to be granted in the allocation year and the total number of stock appreciation rights awarded in the year in question.
In the event of cancellation of the employment relationship or termination of the employment relationship as a consequence of a termination agreement or a set time limit, a holder of stock appreciation rights is entitled to exercise all such rights in the first exercise period thereafter. Stock appreciation rights not exercised in this period and those in respect of which the waiting period has not yet expired shall lapse. Retirement, disability or death of the member of management shall not be deemed to be termination of the employment relationship for the purpose of exercising stock appreciation rights. The allocations for the years 2000, 2002 to 2004 as well as 2006 and 2007 gave rise to the following commitments in the 2008 financial year. No allocations were made for 2001 or 2005: Excel download (21 KB)Stock appreciation rights of Hannover Re
| Allocation year | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2004 | 2003 | 2002 | 2000 | |
| Award date | 28.03.2008 | 13.03.2007 | 24.03.2005 | 25.03.2004 | 11.04.2003 | 21.06.2001 |
| Period | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years |
| Waiting period | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years |
| Basic price (in EUR) |
34.97 | 30.89 | 27.49 | 24.00 | 23.74 | 25.50 |
| Participants in year of issue | 110 | 106 | 109 | 110 | 113 | 95 |
| Number of rights granted | 926,565 | 817,788 | 211,171 | 904,234 | 710,429 | 1,138,005 |
| Fair Value at 31.12.2008 (in EUR) |
2.45 | 2.86 | 4.48 | 3.62 | 3.43 | 1.73 |
| Maximum value (in EUR) |
10.79 | 10.32 | 24.62 | 8.99 | 8.79 | 5.49 |
| Number of rights existing at 31.12.2008 | 926,565 | 805,931 | 161,146 | 135,159 | 10,607 | 8,028 |
| Provisions at 31.12.2008 (in EUR million) |
0.79 | 1.63 | 0.69 | 0.50 | 0.04 | 0.01 |
| Amounts paid out in the 2008 financial year (in EUR million) |
– | – | 0.01 | 1.06 | 0.82 | 0.00 |
| Expense in the 2008 financial year (in EUR million) |
0.79 | (0.06) | (0.77) | (0.13) | 0.04 | (0.03)* |
| * Although the maximum amount was reached some participants did not exercise all stock appreciation rights | ||||||
In the 2008 financial year the waiting period expired for 100% of the stock appreciation rights awarded in 2000 and 2002, 80% of those awarded in 2003 and 60% of those awarded in 2004. 93,747 stock appreciation rights from the 2002 allocation year, 121,117 stock appreciation rights from the 2003 allocation year and 1,699 stock appreciation rights from the 2004 allocation year were exercised. The total amount paid out stood at EUR 1.89 million.
The stock appreciation rights of Hannover Re have developed as follows:
Excel download (23 KB)Development of the stock appreciation rights of Hannover Re
| Allocation year | ||||||
|---|---|---|---|---|---|---|
| Number of options | 2007 | 2006 | 2004 | 2003 | 2002 | 2000 |
| Granted in 2001 | – | – | – | – | – | 1,138,005 |
| Exercised in 2001 | – | – | – | – | – | – |
| Lapsed in 2001 | – | – | – | – | – | – |
| Number of options at 31.12.2001 | – | – | – | – | – | 1,138,005 |
| Granted in 2002 | – | – | – | – | – | – |
| Exercised in 2002 | – | – | – | – | – | – |
| Lapsed in 2002 | – | – | – | – | – | 40,770 |
| Number of options at 31.12.2002 | – | – | – | – | – | 1,097,235 |
| Granted in 2003 | – | – | – | – | 710,429 | – |
| Exercised in 2003 | – | – | – | – | – | – |
| Lapsed in 2003 | – | – | – | – | 23,765 | 110,400 |
| Number of options at 31.12.2003 | – | – | – | – | 686,664 | 986,835 |
| Granted in 2004 | – | – | – | 904,234 | – | – |
| Exercised in 2004 | – | – | – | – | – | 80,137 |
| Lapsed in 2004 | – | – | – | 59,961 | 59,836 | 57,516 |
| Number of options at 31.12.2004 | – | – | – | 844,273 | 626,828 | 849,182 |
| Granted in 2005 | – | – | 211,171 | – | – | – |
| Exercised in 2005 | – | – | – | – | 193,572 | 647,081 |
| Lapsed in 2005 | – | – | 6,397 | 59,834 | 23,421 | 25,974 |
| Number of options at 31.12.2005 | – | – | 204,774 | 784,439 | 409,835 | 176,127 |
| Granted in 2006 | – | – | – | – | – | – |
| Exercised in 2006 | – | – | – | 278,257 | 160,824 | 153,879 |
| Lapsed in 2006 | – | – | 14,511 | 53,578 | 22,896 | 10,467 |
| Number of options at 31.12.2006 | – | – | 190,263 | 452,604 | 226,115 | 11,781 |
| Granted in 2007 | – | 817,788 | – | – | – | – |
| Exercised in 2007 | – | – | 12,956 | 155,840 | 110,426 | 3,753 |
| Lapsed in 2007 | – | 8,754 | 13,019 | 38,326 | 10,391 | – |
| Number of options at 31.12.2007 | – | 809,034 | 164,288 | 258,438 | 105,298 | 8,028 |
| Granted in 2008 | 926,565 | – | – | – | – | – |
| Exercised in 2008 | – | – | 1,699 | 121,117 | 93,747 | – |
| Lapsed in 2008 | – | 3,103 | 1,443 | 2,162 | 944 | – |
| Number of options at 31.12.2008 | 926,565 | 805,931 | 161,146 | 135,159 | 10,607 | 8,028 |
| Exercisable at 31.12.2008 | – | – | 93,991 | 10,574 | 10,607 | 8,028 |
The existing stock appreciation rights are valued on the basis of the Black/Scholes option pricing model.
The calculations were based on the price of the Hannover Re share of EUR 21.91 as at 19 December 2008, expected volatility of 34.54% (historical volatility on a five-year basis), a dividend yield of 0.00% and risk-free interest rates of 1.96% for the 2000 allocation year, 2.37% for the 2002 allocation year, 2.56% for the 2003 allocation year, 2.74% for the 2004 allocation year, 3.06% for the 2006 allocation year and 3.20% for the 2007 allocation year.
The average fair value of each stock appreciation right was EUR 1.73 for the 2000 allocation year, EUR 3.43 for the 2002 allocation year, EUR 3.62 for the 2003 allocation year, EUR 4.48 for the 2004 allocation year, EUR 2.86 for the 2006 allocation year and EUR 2.45 for the 2007 allocation year.
On this basis the aggregate provisions for the 2008 financial year amounted to EUR 3.7 million (EUR 5.7 million).