Compensation System for Supervisory Board Members


The principles of the compensation of the Supervisory Board members are set forth in our Articles of Association, which our shareholders amend from time to time at the Annual General Meeting. Such compensation provisions were last amended at our Annual General Meeting on May 24, 2007.

The following provisions apply: compensation consists of a fixed remuneration of € 60,000 per year and a dividend-based bonus of € 100 per year for every full or fractional € 0.01 increment by which the dividend we distribute to our shareholders exceeds € 1.00 per share. Each member of the Supervisory Board also receives annual remuneration linked to our long-term profits of € 100 for each € 0.01 by which the average earnings per share (diluted), reported in our financial statements in accordance with the accounting principles to be applied in each case on the basis of the net income figures for the three previous financial years, exceed the amount of € 4.00.

These amounts are increased by 100 % for every membership in a committee of the Supervisory Board. Committee chairpersons receive an increase of 200 %. These provisions do not apply to the Mediation Committee formed pursuant to Section 27 (3) of the Co-Determination Act. The Supervisory Board Chairman is paid four times the base compensation of a regular member, and does not receive incremental increases for committee work. The deputy to the Supervisory Board Chairman is paid one and a half times the base compensation of a regular member. In addition, the members of the Supervisory Board receive a meeting fee of € 1,000 for each Supervisory Board and committee meeting they attend. Furthermore, in our interest, the members of the Supervisory Board will be included in any financial liability insurance policy held to an appropriate value by us, with the corresponding premiums being paid by us.

We also reimburse members of the Supervisory Board for all cash expenses and any value added tax (Umsatzsteuer, at present 19 %) they incur in connection with their roles as members of the Supervisory Board. Employee representatives on the Supervisory Board also continue to receive their employee benefits. For Supervisory Board members who served for only part of the year, we pay a portion of the total compensation based on the number of months they served, rounding up to whole months.

The members of the Nomination Committee, which was first formed after the Annual General Meeting in 2008, waived all remuneration, including the meeting fee, for their Nomination Committee work for 2009 and the following years.

Supervisory Board Compensation for Fiscal Year 2012

We compensate our Supervisory Board members after the end of each fiscal year. In January 2013, we paid each Supervisory Board member the fixed portion of their remuneration and meeting fees for services in 2012. In addition, we will in principle pay each Supervisory Board member after the General Meeting in May 2013 a remuneration for their services in 2012 linked to our long-term performance as well as a dividend-based bonus, as defined in our Articles of Association. Assuming that the Annual General Meeting in May 2013 approves the proposed dividend of € 0.75 per share, the Supervisory Board will receive a total remuneration of € 2,335,000 (2011: € 2,608,600).

Individual members of the Supervisory Board received the following compensation for the 2012 financial year (excluding statutory value added tax).

Members of the Supervisory Board

Compensation for fiscal year 2012

Compensation for fiscal year 2011

in €

Fixed

Variable

Meeting fee

Total

Fixed

Variable8

Meeting fee

Total

1

Member since May 31, 2012.

2

Member until May 31, 2012.

3

Member since May 26, 2011.

4

Member until May 26, 2011.

5

Member until October 25, 2011.

6

Member since June 1, 2012.

7

Member since November 30, 2011.

8

Variable compensation 2011 for a regular member of € 7,200 is made up of a dividend-based amount of € 0 and an amount of € 7,200 linked to the long-term performance of the company.

Dr. Paul Achleitner1

160,000

13,000

173,000

Dr. Clemens Börsig2

100,000

12,000

112,000

240,000

28,800

23,000

291,800

Karin Ruck

210,000

19,000

229,000

210,000

25,200

17,000

252,200

Wolfgang Böhr

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Dr. Karl-Gerhard Eick

180,000

13,000

193,000

180,000

21,600

12,000

213,600

Katherine Garrett-Cox3

60,000

6,000

66,000

40,000

4,800

3,000

47,800

Alfred Herling

120,000

12,000

132,000

120,000

14,400

11,000

145,400

Gerd Herzberg2

25,000

4,000

29,000

60,000

7,200

6,000

73,200

Sir Peter Job4

75,000

12,600

8,000

95,600

Prof. Dr. Henning Kagermann

120,000

12,000

132,000

120,000

14,400

12,000

146,400

Peter Kazmierczak5

50,000

6,000

6,000

62,000

Martina Klee

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Suzanne Labarge

120,000

12,000

132,000

120,000

14,400

11,000

145,400

Maurice Lévy2

25,000

3,000

28,000

60,000

7,200

5,000

72,200

Peter Löscher1

40,000

2,000

42,000

Henriette Mark

120,000

13,000

133,000

120,000

14,400

12,000

146,400

Gabriele Platscher

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Dr. Theo Siegert2

75,000

8,000

83,000

145,000

17,400

13,000

175,400

Rudolf Stockem6

35,000

2,000

37,000

Dr. Johannes Teyssen

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Marlehn Thieme

120,000

13,000

133,000

120,000

14,400

11,000

145,400

Tilman Todenhöfer

120,000

12,000

132,000

120,000

14,400

11,000

145,400

Prof. Dr. Klaus Rüdiger Trützschler1

80,000

7,000

87,000

Stefan Viertel

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Renate Voigt7

60,000

6,000

66,000

10,000

1,200

11,200

Werner Wenning

60,000

6,000

66,000

60,000

7,200

6,000

73,200

Total

2,130,000

205,000

2,335,000

2,150,000

261,600

197,000

2,608,600

With the exception of Mr. Stockem, all employee-elected members of the Supervisory Board are employed by us. In addition, Dr. Börsig was employed by us as a member of the Management Board until April 2006. The aggregate compensation we and our consolidated subsidiaries paid to such members as a group during the year ended December 31, 2012 for their services as employees or status as former employees (retirement, pension and deferred compensation) was € 1.6 million.

We do not provide the members of the Supervisory Board with any benefits upon termination of their service on the Supervisory Board, though members who are or were employed by us are entitled to the benefits associated with their termination of such employment. During 2012, we set aside € 0.08 million for pension, retirement or similar benefits for the members of the Supervisory Board who are or were employed by us.

Key figures comparison

Compare key figures of the past years. more