Remuneration of the Management Board
The remuneration system for the Management Board is intended to provide an incentive for successful and sustainable corporate management. The aggregate annual compensation paid to Management Board members consists of several components. These include fixed compensation, a yearly cash bonus based on the achievement of Company-related and individual goals (short-term incentive – STI), a long-term incentivizing component in the form of a share performance plan (long-term incentive – LTI) and additional benefits.
Each year, the structure and appropriateness of the aggregate annual compensation packages are reviewed by the Remuneration and Nomination Committee. The amount of compensation payable to the Management Board members is dependent in particular on the achievement of the duties and goals of the individual Management Board member, and on the business situation, success and prospects of the Company relative to its competitive environment. The aggregate annual compensation packages are compared with the outcome of a comparative international industry study performed in 2011 by an internationally acclaimed consultant firm on the specific instruction of the Supervisory Board. Adjustments to the aggregate annual compensation packages are adopted by the plenum of the Supervisory Board. The last occasion on which the salaries of the Management Board members were adjusted was in July and December 2011.
For a list of remuneration relating to individual Management Board members, divided into fixed components as well as short- and long-term incentivizing components, see the Corporate Governance Report as part of the Annual Report 2011.
Remuneration of the Supervisory Board
Compensation of the members of the Supervisory Board is based on the provisions of the Articles of Association, the current version of which was adopted by the stockholders at the Annual General Meeting on May 19, 2011, and the respective resolutions of the stockholders at the Annual General Meetings regarding the remuneration of the members of the Supervisory Board. In 2011, the members of the Supervisory Board received fixed compensation and an attendance fee per board and committee meeting attended. According to the current provisions, each Supervisory Board member receives an annual board membership flat fee (€ 61,000 for the Chairman, € 45,750 for the Deputy Chairman and € 30,500 for the other Supervisory Board members). The Chairman receives € 3,000 per board meeting chaired and the other members receive € 1,500 per board meeting attended. For the work in the committees, the Chairman of a committee receives € 9,000, the other committee members € 6,000 each. In addition, committee members receive € 1,000 per committee meeting attended. Compensation becomes due in equal tranches on a quarterly basis.
In addition, the Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. The overall compensation package takes into account the responsibilities and range of tasks of the Supervisory Board members as well as the economic situation and performance of the Company.
In the 2011 fiscal year, the members of the Supervisory Board received a total of € 384,750 (2010: € 382,750), excluding reimbursement of travel expenses. This amount consists of fixed remuneration and variable compensation (attendance fees).
For a list of remuneration relating to individual Supervisory Board members, see the Corporate Governance Report as part of the Annual Report 2011.
