Compensation system for members of the supervisory board:
The system for the compensation of supervisory board members is based on statutory requirements and takes into account the recommendations of the German Corporate Governance Code.
The compensation of the members of the supervisory board shall be balanced overall and commensurate with the responsibilities and duties of the supervisory board members and the situation of the Company, also taking into account the compensation arrangements of other listed companies. At the same time, it should make the assumption of a mandate as member or chairman of the supervisory board appear sufficiently attractive to be able to attract and retain outstanding mandate holders. This is a prerequisite for the best possible supervision and advice to the management board, which in turn makes a major contribution to a successful business strategy and the long-term success of the Company.
The supervisory board is not actively involved in the operations of the Company. Rather, through its monitoring activities, the supervisory board contributes to the long-term development of the Company. The granting of purely fixed compensation has proven its worth in this respect. The management board and supervisory board are of the opinion that purely fixed compensation for the members of the supervisory board is best suited to ensuring that the supervisory board fulfills its monitoring function independently. This is also in line with the recommendations of the German Corporate Governance Code.
In accordance with the recommendation of the German Corporate Governance Code, the higher time commitment of the chairman shall be appropriately reflected by corresponding additional compensation. The chairman of the supervisory board shall therefore receive twice the basic compensation of an ordinary member of the supervisory board. The compensation of the supervisory board therefore contains no variable compensation components and no share-based components.
The annual fixed compensation is paid one month after the end of each financial year. Accordingly, there are no deferral periods for the payment of compensation components. The compensation is linked to the term of office of the supervisory board member. If a supervisory board member resigns during the year, he or she receives the compensation pro rata temporis. There are no promises of redundancy payments, retirement pensions or early retirement arrangements. The compensation and employment conditions of the employees are of no significance for the compensation system of the supervisory board.
The compensation system for the supervisory board is decided by the annual shareholders' meeting on the basis of proposals by the management board and the supervisory board. At regular intervals, at the latest every four years, the management board and supervisory board conduct a review to determine whether the amount and composition of supervisory board compensation are still in line with market conditions and appropriate. The rules for dealing with conflicts of interest set out in the rules of procedure for the management board and supervisory board are observed in the procedures for setting up, implementing and reviewing the compensation system. It is ensured that external compensation experts, where consulted, are independent; confirmation of their independence is required in this regard.