Business
Fielmann : Agenda Item 10 – Remuneration System for Supervisory Board Members
Fielmann : Agenda Item 10 – Remuneration System for Supervisory Board
About this update from Fielmann Group Ag
Remuneration system for the members of the Supervisory Board Contribution of the remuneration of Supervisory Board members to the promotion of business strategy and long-term development Due to its market-oriented structure, the Supervisory Board remuneration makes it possible to attract suitable candidates for the position Supervisory Board members. In this way, the Supervisory Board remuneration helps to ensure that the Supervisory Board as a whole can perform its duties of monitoring and advising the Management Board properly and competently, thereby promoting the business strategy and long-term development of Fielmann Group AG. In accordance with the suggestion G.18 sentence 1 of the German Corporate Governance Code in the version in force since April 28, 2022, only fixed remuneration components, plus reimbursement of expenses, are included, but no variable remuneration elements. The fixed remuneration strengthens the independence of the Supervisory Board members in the performance of their supervisory duties and thus also contributes to the long-term development of the company. Supervisory Board remuneration takes into account the responsibility and scope of activities of the Supervisory Board members. Remuneration components The Supervisory Board proposes that the adjusted remuneration system for the members of the Supervisory Board be adopted and that the members of the Supervisory Board be paid remuneration based on the adjusted remuneration system for their activities from January 1, 2026 until a resolution to the contrary is passed by the Annual General Meeting in accordance with the following provisions: In addition to the reimbursement of expenses, the members of the Supervisory Board receive an annual fixed remuneration of EUR 80,000 for their activities. The Deputy Chairman receives 1.5 times and the Chairman 3 times this remuneration. The members of a committee receive the following annual remuneration in addition to their basic remuneration: Audit Committee: EUR 30,000 HR Committee: EUR 20,000 Nomination Committee: EUR 15,000 Mediation Committee: EUR 5,000 Other committees: EUR 10,000, whereby the chairman receives twice the amount, respectively. Any VAT incurred will be charged separately. Furthermore, the members of the Supervisory Board are in a directors' and officers' liability insurance policy (D&O insurance) for board members maintained by Fielmann Group AG. Procedures for establishing, implementing and reviewing the remuneration system In accordance with Article 11 of the Articles of Association of Fielmann Group AG, the amount of the annual remuneration of Supervisory Board members is determined by the Annual General Meeting. The last determination was made by resolution of the Annual General Meeting on July 9, 2015. The Annual General Meeting decides on the remuneration of the Supervisory Board at least every four years. In preparation for the resolution of the Annual General Meeting, the Management Board and Supervisory Board examine whether the remuneration of the Supervisory Board, in particular its amount and structure, continues to be the interests of Fielmann Group AG and is appropriate. If necessary, the Management Board and Supervisory Board propose a suitable adjustment to the Annual General Meeting.