This report provides a complete list of remuneration including any benefits in any form paid to the members of the Board of Directors and Supervisory Board of the company Kofola ČeskoSlovensko a.s. (hereinafter "the Company") within the past accounting period of 2024 or due within the above-mentioned period. The Board of Directors did not delegate business management of the Company in the scope of everyday management of the Company as a whole to any natural person who was not a member of the Company's Board of Directors.
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INFORMATION ON TOTAL REMUNERATION PAID TO THE MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS
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FIXED AND VARIABLE REMUNERATION COMPONENT
The total amount of remuneration received by members of the Company's Board of Directors for the accounting period of 2024, divided into components, as well as the rate of the fixed to the variable component of the remuneration is stated in the table below:
Member of the Board of Directors
Total amount of fixed remuneration
CZK´000
Total amount of variable remuneration
CZK´000
Share of the fixed and variable component
Fixed Variable component component
Total in 2024
CZK´000
Total in 2023
CZK´000
Total in 2022
CZK´000
Total in 2021
CZK´000
Total in 2020
CZK´000
Member A
4,200
800
84%
16%
5,000
6,980
6,146
4,979
6,098
Member B
3,300
4,261
44%
56%
7,561
5,280
4,950
5,756
5,379
Member C
4,627
4,994
48%
52%
9,621
6,467
6,227
5,683
6,552
Member D
3,600
9,974
27%
73%
13,574
6,119
5,265
3,787
4,538
Member E
3,000
3,873
44%
56%
6,873
4,800
4,455
3,804
1,770
Member F
2,370
2,477
49%
51%
4,847
4,092
2,880
2,202
768
Total
21,097
26,379
n/a
n/a
47,476
33,738
29,923
26,211
25,105
The total amount of remuneration paid to the members of the Board of Directors is in line with the Remuneration Policy adopted by the General Meeting of the Company on 5 August 2020 (hereinafter the "Remuneration Policy"), published on the Company's website https://http://investor.kofola.cz/en, aiming to support a long-term performance of the Company namely in the following way:
The fixed base salary for the members of the Board of Directors is set with regard to the complexity of duties and
responsibility they perform in their office and area of competence.
The entitlement to the variable component of the remuneration is based on the fulfilment of performance
indicators by Kofola Group.
The entitlement of the members of the Board of Directors to be granted the variable remuneration component is based on adjusted EBITDA (operating result adjusted for depreciation, amortisation and one-offs), one of the most accepted indicators of operational performance of the Company and the Group in the long term.
The basic EBITDA values are set beforehand by the Company's Supervisory Board for the relevant period. If the set benchmark is not attained, the members of the Board of Directors are not entitled to the variable component. For 2024, the target EBITDA value was set at the level of CZK 1,420,000 thousand (Group EBITDA). The target EBITDA is always set at the end of the preceding year and does not reflect the Company's acquisition activities. Acquisition activities successfully completed within the calendar year for which the EBITDA indicator is set may result in a significant exceedance of the set target.
The members of the Board of Directors are entitled to get shares of the Company free of charge through participation in the Kofola Group Senior Managers Long-term Remuneration Plan, which motivates them as they participate in the profit of the Group.
Overview of the annual change of the total remuneration amount:Under transitional provisions of Act No. 204/2019 Coll., amending certain laws relating to the support of exercise of the shareholders' rights, which introduced into law the requirement to issue a remuneration report, the report must only state data for the accounting periods after the entry into force of the amendment; this means the accounting period of 2020 was the first. The total amount of remuneration in 2020 and in the following years is stated in the table above.
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OTHER BENEFITS AND COMPENSATIONS
Members of the Company's Board of Directors were granted other benefits and compensations within the meaning of
Article 1 (1.3) of the adopted Remuneration Policy of the Company in the 2024 accounting period, namely:
non-monetary benefit in the form of professional liability insurance to cover damage caused within the performance of duties of a Company governing body,
computer and mobile equipment and cars for the performance of the duties as members of the Board of Directors; the equipment could also be used for private purposes,
other performances that are also generally provided to Company's employees, such as paid leave, remuneration compensation for the first 14 days of incapacity to work (they are included in the fixed remuneration), meal allowances in the form of flat allowance in the amount set by the internal regulations of the Company, travel expenses, product samples, job perquisites, and other benefits similar to those granted to employees set by the internal regulations of the Company,
reimbursement of expenses efficiently incurred in the performance of the member's duties, including travel expenses for domestic and international business trips in the amount set by the applicable labour legislation.
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PAYMENTS UPON THE TERMINATION OF A MEMBER'S OFFICE
No severance payment was made in connection with the termination of a member of the Company's Board of Directors.
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ROYALTY
No member of the Board of Directors was paid a royalty in the 2024 accounting period.
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NUMBER OF COMPANY SHARES AND STOCK OPTIONS GRANTED OR OFFERED IN 2024
Members of the Board of Directors are entitled to get shares of the Company free of charge based on an agreement on participation in the Kofola Group Senior Managers Long-term Remuneration Plan. The possibility to enter the plan will end on 31 December 2025.
The objective of the Plan is to motivate and stabilize senior executives by the opportunity for them to participate in the success of Kofola Group. At present, one part of the Plan is in operation:
The Share Acquisition Plan consisting of the participant's option to buy Kofola shares on the market and, under
the fulfilment of the specified conditions, to receive for free the same number of pair shares of the Company.
The maximal number of the eligible Investment shares cannot exceed the specified annual limit - the number of shares, which can be purchased on regulated market for 40% of the basic annual gross salary (remuneration) paid to the participant by Kofola Group companies in the calendar year (i. e. from January 1, 2021 to December 31, 2021, from January 1, 2022 to December 31, 2022, from January 1, 2023 to December 31, 2023, from January 1, 2024 to December 31, 2024 and from January 1, 2025 to December 31, 2025). If the number of Investment shares held by a participant on December 31 of a calendar year exceeded the determined limit, the Company´s shares purchased by the participant exceeding the stated limit are not taken into consideration for the Share Acquisition Plan and the participant cannot claim the pair shares for these shares even though he fulfilled other conditions to constitute the claim. However, the shares not eligible as Investment shares in one calendar year can be eligible in one of the following calendar years. A participant can only receive pair shares if they held investment shares throughout the entire relevant period (2 years following the end of the calendar year that served as reference for the yearly limit) and, at the same time, if they were employed with the Company or a member of a Company governing body throughout the entire relevant period. The participant is obliged to hold the pair shares for at least 1 year as of their transfer to the participant.
In 2024, paired shares were transferred free of charge only to some members of the Company' Board of Directors. See the
attached table
Member of the Boards of Total amount of allocated paired shares in Directors pieces
Member B 4 812
Member C 6 203
Member E 4 244
Celkem 15 259
The fair value of the paired shares as of the date of grant was CZK 4,145 thousand. The total costs to the Company for the implementation of the aforementioned transfers in 2024 were CZK 4,156 thousand.
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INFORMATION ON REMUNERATION GRANTED OR DUE IN 2024 BY ENTITIES OF THE KOFOLA GROUP TO THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
Member of the Board of Directors
Kofola ČeskoSlovensko a.s.
CZK´000
Kofola a.s. (SK)
CZK´000
LEROS, s.r.o.
CZK´000
Total remuneration paid by Kofola Group Companies
CZK´000
Member A
5,000
-
-
5,000
Member B
7,561
-
-
7,561
Member C
-
9,621
-
9,621
Member D
13,574
-
-
13,574
Member E
6,873
-
-
6,873
Member F
-
-
4,847
4,847
Total
33,008
9,621
4,847
47,476
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INFORMATION ON THE COMPANY'S EXERCISE OF THE RIGHT TO THE VARIABLE REMUNERATION COMPONENT OR ITS PART TO BE RETURNED
The Company did not contractually reserve the right to the variable remuneration component or its part to be returned by
members of the Board of Directors.
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FIXED AND VARIABLE REMUNERATION COMPONENT
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INFORMATION ON TOTAL REMUNERATION GRANTED TO THE MEMBERS OF THE COMPANY'S SUPERVISORY BOARD
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FIXED AND VARIABLE COMPONENT OF THE REMUNERATION
The total amount of remuneration received by members of the Company's Supervisory Board in the 2024 accounting period is stated in the table below:
Member of the Supervisory Board
Total amount of fixed remuneration
CZK´000
Total amount of variable remuneration
CZK´000
Share of the fixed and variable component
Fixed Variable component component
Total in 2024
CZK´000
Total in 2023
CZK´000
Total in 2022
CZK´000
Total in 2021
CZK´000
Total in 2020
CZK´000
Member G
600
-
100%
-%
600
600
600
600
600
Member H
600
-
100%
-%
600
600
600
600
600
Total
1,200
-
n/a
n/a
1,200
1,200
1,200
1,200
1,200
The total amount of remuneration paid to the members of the Company's Supervisory Board is in line with the Remuneration Policy. Under the Articles of Association, the Supervisory Board has a supervisory function: it supervises the activity of the Board of Directors and of the Company. Therefore, the remuneration of the Supervisory Board members is
not dependent on the fulfilment of the Company's targets or personal targets as no such targets are set to the Supervisory Board members. Therefore, the members of the Company's Supervisory Board are not granted a variable remuneration component.
Other members of the Supervisory Board don´t receive any remuneration for the performance of the function.
Remuneration of members of the Supervisory board received for their employment in the Company is stated in the table below.
Overview of the annual change of the total remuneration amount granted to the members of the Supervisory Board:Member of the Supervisory Board
Total amount of fixed remuneration
CZK´000
Total amount of variable remuneration
CZK´000
Share of the fixed and variable component
Fixed Variable component component
Total in 2024
CZK´000
Total in 2023
CZK´000
Total in 2022
CZK´000
Total in 2021
CZK´000
Total in 2020
CZK´000
Member I
-
-
-
-
-
-
-
1,577
2,839
Member J
3,600
4,694
43%
57%
8,294
5,831
5,039
3,841
4,989
Total
3,600
4,694
n/a
n/a
8,294
5,831
5,039
5,418
7,828
Under transitional provisions of Act No. 204/2019 Coll., amending certain laws relating to the support of exercise of the shareholders' rights, which introduced into law the requirement to issue a remuneration report, the report must only state data for the accounting periods after the entry into force of the amendment; this means the accounting period of 2020 is the first. The total amount of remuneration in 2020 and in the following years is stated in tables above.
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OTHER BENEFITS AND COMPENSATIONS
Members of the Company's Supervisory Board were granted other benefits and compensations within the meaning of
Article 1 (1.3) of the adopted Remuneration Policy of the Company in the 2024 accounting period, namely:
non-monetary benefit in the form of professional liability insurance to cover damage caused within the performance of duties of a member of Company's Supervisory Board or other duties within the Group,
computer and mobile equipment and cars for the performance of the duties as members of the Supervisory Board or other duties within the Group; the equipment could also be used for private purposes,
other performances that are also generally provided to Company's employees, such as paid leave, remuneration compensation for the first 14 days of incapacity to work (they are included in the fixed remuneration), meal allowances in the form of flat allowance in the amount set by the internal regulations of the Company, travel expenses, product samples, job perquisites, and other benefits similar to those granted to employees set by the internal regulations of the Company.
reimbursement of expenses efficiently incurred in the performance of the member's duties, including travel
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FIXED AND VARIABLE COMPONENT OF THE REMUNERATION
expenses for domestic and international business trips in the amount set by the applicable labour legislation.