Compensation Report for the Financial Year 2017
Management Board compensation
The Supervisory Board, based on the recommendations of the Personnel Committee, is responsible for determining the overall compensation of the respective Management Board members. It also regularly reviews the compensation system relating to the Management Board. The Personnel Committee consists of the Supervisory Board Chairman Dr. Rolf Goessler as well as the Supervisory Board members Roland Frobel and Dr. Roland Reber. Compensation for the members of the Management Board of SIMONA AG is calculated on the basis of the size of the company, its commercial and financial position, as well as the level and structure of compensation granted to Management Board members of similar enterprises. In addition, the duties and the contribution of the respective members of the Management Board are taken into account.
Management Board compensation is performance-based. It is comprised of a fixed level of remuneration as well as a variable component. The fixed component of compensation is paid as a salary on a monthly basis. The variable component of compensation is reviewed annually, while the fixed component is assessed once every two years. In addition, both components are subject to thorough analyses in intervals of two to three years, based on a comparison with compensation figures applicable to executive staff of similar enterprises. The variable component of Management Board compensation is based on earnings performance within the Group and a long-term incentive programme. As regards the performance periods 2014 to 2016, the long-term incentive programme was based on the attainment of a defined target figure (capital employed and a weighted average cost of capital (WACC) of 8 per cent). As regards the performance periods 2015 to 2017, average Group NOPAT (net operating profit after taxes) is used as the key performance indicator, calculated on the basis of a threeyear performance period. The first performance period encompasses the financial years 2015 to 2017, the second performance period comprises the financial years 2016 to 2018 and the third performance period comprises the financial years 2017 to 2019. Payment occurs subsequent to the adoption of the consolidated financial statements for the final year of the respective performance period.
In the financial year under review Management Board compensation included the following components:
Composition of Management Board compensation
|Fixed salary and fringe benefits||924||906|
Long-term incentive programme
|Period 2014 – 2016, payment 2017||-||517|
|Period 2015 – 2017, payment 2018||620||-|
Total Management Board compensation
On 10 June 2016, the Annual General Meeting of Shareholders of SIMONA AG agreed by a three-quarter majority to disclose Management Board compensation in an aggregated format, divided into fixed and performance-related components, rather than disclosing each amount by name. The resolution is valid up to and including the 2020 financial year. Therefore, no individual, i.e. itemised, disclosures are made under Section 285 no. 9 a) sentence 5 to 8 and Section 314(1) no. 6 a) sentence 5 to 8 of the German Commercial Code (Handelsgesetzbuch – HGB).
The company’s Articles of Association contain no provisions that are non-compliant with those set out in the German Stock Corporation Act as regards the conditions applicable to the appointment or removal of Management Board members as well as amendments to the company’s Articles of Association. In view of this, readers are asked to refer to the relevant statutory provisions set out in Sections 84, 85, 133 and 179 of the German Stock Corporation Act (Aktiengesetz – AktG) for further details.
Remuneration for the former members of the Management Board amounts to €420 thousand (previous year: €470 thousand). Pension provisions for active and former members of the Management Board, as governed by the German Commercial Code, were recognised to the full extent and amounted to €11,863 thousand as at 31 December 2017 (previous year: €12,890 thousand). IFRS-based pension provisions for active and former members of the Management Board were recognised to the full extent and amounted to €16,595 thousand as at 31 December 2017 (previous year: €18,861 thousand).
The members of the Management Board also receive fringe benefits in the form of non-cash remuneration, which mainly consists of a company car, telephone and insurance policies. Members of the Management Board received neither loans or share options nor other share-based compensation from the company.
Supervisory Board compensation
Supervisory Board compensation is calculated according to the size of the company, as well as the duties and responsibilities of the Supervisory Board members. The Chairman and the Deputy Chairman as well as members involved in Committees receive supplementary compensation.
Members of the Supervisory Board of SIMONA AG receive a standard fixed level of compensation amounting to €13,000. The Chairman of the Supervisory Board receives an amount equivalent to double the standard level of compensation; the Deputy Chairman receives an amount equivalent to one and a half times the standard level of compensation. Supervisory Board members who are engaged in Committee work receive supplementary compensation of €7,000. All expenses associated directly with a position on the Supervisory Board, as well as sales tax payable on such compensation, are reimbursed.
Compensation payable to members of the Supervisory Board was increased in accordance with the resolution passed by the Annual General Meeting convened on 10 June 2016. In addition to fixed compensation, the General Meeting of Shareholders shall be authorised to pass a resolution on a variable component of compensation, payment of which shall be dependent on whether specific corporate performance indicators have been met or exceeded. At the Annual General Meeting of Shareholders on 9 June 2017 no such resolution for variable compensation components was passed for the 2017 financial year.
Supervisory Board compensation for the financial year under review amounted to €164 thousand (previous year: €163 thousand), of which €140 thousand (previous year: €139 thousand) was attributable to SIMONA AG. Members of the Supervisory Board received neither loans or share options nor other sharebased compensation from the company.
This is a translation from German into English. Only the German document shall be considered authoritative.