ANNUAL REPORT 2008 | 2009 - SinnerSchrader AG

Joint Status Report of SinnerSchrader AG316compensation System forthe Company Boards6.1 Compensation System forthe Management BoardThe compensation system for the Board has notchanged since the 2007/2008 Consolidated FinancialStatements.The specification of the structure and the level ofcompensation for the Management Board is the dutyof the Supervisory Board. The compensation of theSupervisory Board is determined by the AnnualGeneral Meeting.The compensation system for the ManagementBoard is aimed at paying the individual membersappropriately according to their areas of activityand responsibility while taking adequate account ofindividual performance, company success, and thedevelopment of the share price by means of asubstantial variable portion. It is made up of thefollowing components:• a fixed basic salary to be paid in twelve equalmonthly instalments• a performance-related annual bonus, partially onthe basis of achieving individual goals and companygoals laid down in the annual plan and partially asmanagement bonuses based on the Group result• a share-based payment component with a mediumtolong-term incentive effect orientated on therelevant period• other benefits (mainly a company car, accidentinsurance, D&O insurance with an excess, thereimbursement of expenses)the Management Board of SinnerSchrader AG in1999, he acquired 49,950 shares at the share price ofthe time, which he still holds and which correspond to0.4 % of all shares issued. By exercising share optionsin the 2006/2007 and 2007/2008 financial years, heincreased his proportion by 12,500 shares each timeto 74,950 shares or 0.6 % of all shares issued.The salary package of Mr Schrader therefore comprisesonly a fixed basic salary and the other benefits,whereas all components are part of Mr Dyckhoff’ssalary agreement. As a share-based compensationcomponent, Mr Dyckhoff was, in connection with hisreappointment for the period from 1 January 2008 to31 December 2012, promised 75,000 share optionsfrom the 2007 Stock Option Programme, which wasdecided at the Annual General Meeting on 23 January2007. The 2007 Stock Option Programme provides foran exercise price in the amount of the average closingprice of the SinnerSchrader share on the five tradingdays before allocation, exercise thresholds of 30 %,40 %, and 50 % above the exercise price, and waitingperiods of three, four, and five years for one-third eachof the allocated options.The D&O insurance concluded for the members ofthe Management Board as part of the other benefitsprovides for an excess of € 10,000.The members of the Management Board are subjectto a post-contractual ban on competition whichprovides for remuneration for observing this period inthe amount of 50 % of the most recent fixed annualcompensation payment received. With respect tothe compensation payments, it was agreed with themembers of the Management Board that they mustfulfil the recommendations of the CorporateGovernance Code No. 4.2.3.The individual weighting of each component takesaccount of the fact that the Management Boardmembers hold varying stakes in the Company. As of31 August 2009, Matthias Schrader, co-founder ofSinnerSchrader AG, held 2,455,175 shares or 21.27 %of all shares issued. When Thomas Dyckhoff joinedAn individualised and itemised overview of thecompensation for the members of the ManagementBoard for the 2008/2009 financial year can be found inthe Notes to the SinnerSchrader AG Annual FinancialStatements.