annual financial statement 2011 - conwert Immobilien Invest SE

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CONWERT IMMOBILIEN INVEST SE ANNUAL FINANCIAL 2011 STATEMENT ANNUAL REPORT 2011 122 The Executive Board currently consists of Jürgen F. Kelber in the function of COO and Thomas Doll in the function of CFO. After the resignations of Volker Riebel as CEO as of 6 July 2011 and of Thomas Rohr as Regional Manager Austria as of 15 March 2011, the Administrative Board reduced the Executive Board to two members based on a unanimous decision. The responsibilities of Volker Riebel and Thomas Rohr were distributed to the remaining two directors. No successors were appointed since the Administrative Board of a single-tier SE like conwert is involved more strongly in the operating activities of the company. The responsibilities of Thomas Rohr as the regional manager for Austria were transferred to Jasmin Soravia, the new regional manager for Austria, in early January 2012. All strategic tasks of Volker Riebel were taken over by Thomas Doll, while his operating tasks, for example purchasing, now fall under the responsibility of Jürgen Kelber. The group strategy and internal audit have since been the responsibility of the Administrative Board. PROCEDURES OF THE EXECUTIVE BOARD The Executive Board conducts the business of the company in accordance with the law, the articles of association and the rules of procedure for the Executive Board. It currently consists of two persons, Thomas Doll (CFO) and Jürgen F. Kelber (COO). The meetings of the Executive Board, which are held regularly, serve for mutual information and decision-making on all matters which are subject to the approval of this corporate body. The rules of procedure of the Executive Board include the obligation to inform and report to the Administrative Board as well as a catalogue of measures, which absolutely require the approval of the Administrative Board. REMUNERATION OF THE EXECUTIVE BOARD Total remuneration consists of a fixed component and a variable component or profit sharing plan. Various qualitative and quantitative criteria are decisive for the granting of the performance-linked component. Depending on the accomplishment of the criteria, the variable portion of the remuneration may amount to up to 100% of the fixed component. The performance-linked component of remuneration is made up as follows: (1) Accomplishment of EBIT target (25% profit sharing), (2) Accomplishment of NAV target (also 25% profit sharing), (3) Accomplishment of individual targets defined by the Administrative Board (20% variable profit sharing) and (4) Accomplishment of interdepartmental, long-term, multi-year sustainable targets (30% profit sharing), which were also determined together with the Administrative Board. These variable, performance-linked components of remuneration were revised for the year 2011 and for the two Executive Directors, Thomas Doll and Jürgen F. Kelber. The following variable performance-based model was applicable for Thomas Rohr, who resigned as an Executive Director in the year 2011: 50% of the performance-based component was payable if the weighted average share price increased by 10% in a year; another 50% was payable if earnings per share increased by 10% in a financial year. The following regulation was applicable for Volker Riebel: The performance-based remuneration, i.e. both the cash bonus and the share bonus, depended on the following parameters: (a.) 25% on the increase in the average share price of the company in a financial year, (b.) 50% on the profitability (margin and volume) realised by the company in a financial year, and (c.) 25% exclusively at the discretion of the Administrative Board of the company.
INTRO | MANAGEMENT REPORT | | FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS Corporate Governance Volker Riebel and Thomas Rohr were each granted voluntary termination payments in addition to the variable component under this section. REMUNERATION 2011 (IN €) Fixed component Variable component Remuneration in kind Thomas Doll 224,000 168,750 7,374 400,124 Jürgen F. Kelber 430,629 252,000 7,709 690,338 Thomas Rohr 110,007 218,750 9,168 162,925 Volker Riebel 203,518 190,000 8,679 212,197 Total Executive Directors 968,154 829,500 32,930 1,830,584 Members who resign from the Executive Board are entitled to severance compensation: + Severance compensation following premature retirement: In the case of premature termination of their term of office, Executive Directors are – depending on their contract – entitled to the remuneration they would have received if they had fulfilled their term of office until the expiry of the term; in the case of contracts concluded after 31 December 2009, they are entitled a payment of a minimum of one, but a maximum of two annual gross salaries. The payment must be effected as a single payment and is due for payment to the resigned Executive Director without a discount at the date of termination. If the term of office is terminated prematurely for an important reason to be justified by the Executive Director, there is no entitlement to a termination payment. There are no separate regulations for severance compensation in the case of a change of control. The agreements on severance compensation made on the occasion of the premature termination of the function as an Executive Director take into account the circumstances of the resignation of the relevant Executive Director and the economic situation of the company. + Severance compensation when a contract is not renewed or the member retires: A member of the Executive Board is entitled to severance compensation if his/her employment ceases at the end of the term of office because the Administrative Board has not offered to renew the previous contract or to conclude a new contract under the same conditions, or has not reappointed the member concerned for a further term. This severance compensation equals six months’ gross remuneration after the first term of office and one year’s remuneration after the second term of office. If a member of the Executive Board resigns because he/she has reached the age limit specified for reappointment by the articles of association, he/she is also entitled to severance compensation equal to one year’s gross salary. Total 123
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sold _ EBIT increase plus 16.1% _ R
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_ non-diluted EPRA NAV up 6.2% to 1
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IMPRINT Owner, editor and publisher
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