annual Report 2009 - STRATEC Biomedical AG

Report of the board of Management
Report of the supervisory board
THE share
Corporate Governance
Group Management report
Consolidated financial statements
Service
Compensation report
The Supervisory Board determines the overall compensation
of individual members of the Board of Management,
lays down the compensation system for the Board
of Management and reviews this regularly. The Supervisory
Board Chairman informs the Annual General Meeting of the
basic features of the compensation system of the Board
of Management, and of any changes in this. The compensation
system for members of the Supervisory Board is
determined by the Annual General Meeting and governed
by § 13 of the Articles of Association.
Basic features of the compensation system
for members of the Board of Management
Members of the Board of Management are compensated
in line with their performance. Their monetary compensation
consists of both fixed and variable components. The
variable component of compensation is dependent on
the Group’s performance, the member’s personal performance
and the company’s economic position. The variable
compensation component is based on participation by the
members of the Board of Management in the company’s
stock option program. No cap has been agreed for the
stock option rights granted to members of the Board of
Management. The Supervisory Board points out in this
respect that the contracts with members of the Board of
Management were concluded prior to the latest amendments
in stock corporation law. Furthermore, the members
of the Board of Management are also covered by a D&O
insurance policy. The agreement of a deductible was foregone
upon the conclusion of this insurance policy, as the
insurance company did not provide for any deductible
in its calculation of the premium. The current employment
contracts with members of the Board of Management
are covered by the transitional legislation pursuant
to § 23 of the Introductory Act to the Stock Corporation
Act (EGAktG).
Disclosure of the compensation
of the Board of Management
The Annual General Meeting held on June 23, 2006, resolved
to make use of the so-called opting-out clause. Accordingly,
until 2010 the company is exempted pursuant to § 315 (2)
No. 4 of the German Commercial Code (HGB) from the legal
requirement to disclose the compensation of the Board of
Management on an individualized basis.
The total compensation of the Board of Management for
the 2009 financial year amounted to u 1,107 thousand
(previous year: u 816 thousand).
Further information about the compensation of the Board
of Management can be found on Page 106 of this Annual
Report.
Basic features of the compensation system
for members of the Supervisory Board
The compensation of Supervisory Board members accounts
for their responsibilities and scope of activities, as well as
for the company’s economic position and performance.
The Chairman and Deputy Chairman of the Supervisory
Board are compensated in line with their responsibilities.
Members of the Supervisory Board receive fixed and performance-related
compensation. Furthermore, the members
of the Supervisory Board are also covered by a D&O insurance
policy. The agreement of a deductible was foregone
upon the conclusion of this insurance policy, as the insurance
company did not provide for any deductible in its
calculation of the premium.
Disclosure of the compensation
of the Supervisory Board
The Annual General Meeting held on June 23, 2006, resolved
to make use of the so-called opting-out clause. Accordingly,
until 2010 the company is exempted pursuant to § 315 (2)
No. 4 of the German Commercial Code (HGB) from the legal
requirement to disclose the compensation of the Supervisory
Board on an individualized basis.
The total compensation of the Supervisory Board for the
2009 financial year amounted to u 119 thousand (previous
year: u 108 thousand).
Further information about the compensation of the Supervisory
Board can be found on Page 107 of this Annual
Report.
stratec Annual Report 2009
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