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Conergy AG * Annual Report 2006 20 Constructive collaboration of the Management Board and the Supervisory Board The Management Board regularly reports to the Supervisory Board in a timely and comprehensive manner on all issues relevant to planning, performance, and risk and risk management, as well as on strategic measures. The Management Board must also report any deviations in the company’s development from plans and targets, stating the reasons for such differences. D&O insurance A D&O insurance policy has been purchased for the members of Conergy’s Management Board and Supervisory Board and an appropriate deductible has been stipulated with these directors as of the 2005 financial year. The members of the Management and Supervisory Boards, as well as the managing directors, of Conergy’s European subsidiaries are also covered by this insurance policy. Improvement of transparency Providing timely, continual, and comprehensive information equally to all target groups and ensuring that our relationship to our shareholders is characterised by transparency are central objectives of our corporate communications policies. Key information about Conergy and related developments have been posted on our website not just since we went public. Besides financial data, the financial calendar, which includes all of the company’s dates, as well as press releases and ad-hoc releases, current developments concerning corporate governance issues, and all securities transactions that must be filed under Section 15a Securities Trading Act are published on the website. Information on the tasks and responsibilities of the members of the Management Board and the Supervisory Board as well as the Articles of Association of Conergy AG are also available on the Internet. Accounting Conergy’s consolidated financial statements and the interim reports are prepared pursuant to the International Financial Reporting Standards (IFRS).
Foreword | The Supervisory Board | The Management Board | Corporate governance | Compensation report | Share Compensation report Management Board and Supervisory Board The compensation report was prepared in accordance with the recommendations of the German Corporate Governance Code and contains all disclosures which must be made an integral part of the notes and the management report pursuant to Section 314 and 315 German Commercial Code (Handelsgesetzbuch – HGB) and the Management Board Compensation Disclosure Act (Gesetz über die Offenlegung der Vorstandsvergütung – VorstOG). The amount and the structure of the compensation paid to members of the Management Board and the Supervisory Board are explained in detail. Additionally the compensation report contains disclosures on the shareholdings of Management Board and Supervisory Board members. 1. Compensation of the Management Board The appropriate amount of compensation paid to members of the Management Board is determined by the Supervisory Board based on performance appraisals, taking all payments from the Group into account. Though the responsibilities of each Management Board member as well as their personal contributions govern the suitability of the compensation paid to them, it is also oriented on the company’s size, its economic and financial position as well as its success and prospects. One half of the total compensation paid to members of the Management Board is fixed while the other half provides variable compensation that is determined based on the achievement of key Group performance indicators for the relevant financial year. The amount of the variable component is contingent on the increase in both revenue and EBITDA pursuant to the business plan. These two criteria are weighted to determine the variable component. In addition all members of the Management Board are paid taxable compensation in kind comprising company cars and contributions to their retirement plans. Fixed Variable EUR compensation compensation Other Total Hans-Martin Rüter 240,000 184,000 22,817 446,817 Nikolaus Krane 180,000 139,000 19,190 338,190 Heiko Piossek 180,000 139,000 23,690 342,690 Dr. Edmund Stassen 180,000 139,000 19,319 338,319 Albert Edelmann 180,000 139,000 10,228 329,228 Sum 1,795,244 21
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1,25 billion euros revenue planned
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1.480 people are employed by Conerg
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Forward-looking statements This Ann
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Conergy Vertriebs GmbH & Co. KG Sul
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Conergy AG Anckelmannsplatz 1 20537
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pdf: 3,51 MB - Conergy Group

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