ANNUAL REPORT 2008 | 2009 - SinnerSchrader AG

32Joint Status Report of SinnerSchrader AG6.2 Compensation System forthe Supervisory BoardThe compensation system for the Supervisory Boardis also unchanged.The compensation for the regular Supervisory Boardmembers is composed of the following componentsin accordance with the Annual General Meetingresolution of 28 January 2004:7Supplementary Information Requiredaccording to Article 289 Para. 4 andArticle 315 Para. 4 of the GermanCommercial CodeThe subscribed capital of SinnerSchrader AG isdivided into 11,542,764 individual no-par value sharecertificates with a calculated face value of € 1 issuedin the name of the owner. Different classes of shareshave not been formed.• basic compensation of € 4,000 per year• variable compensation of a further € 4,000 per yearmaximum which is dependent on the increase in theconsolidated income per share in comparison to theprevious year, with a variable payment of € 400being due for every € 0.01 positive change pershare• expenses• D&O insurance without excess• reimbursement of the turnover tax to be paid on theSupervisory Board compensation and the expensesThe Chairman of the Supervisory Board receivesfixed and variable compensation that is double thecompensation of the regular members. His deputyreceives one and half times the fixed and variablecompensation.An individualised and itemised overview of theSupervisory Board compensation for the 2008/2009financial year can be found in the Notes to the Sinner-Schrader AG Annual Financial Statements.The members of the Management Board are underwritersof a consortium agreement in which the pre-IPO investors in SinnerSchrader AG are obligated tothe pooling of voting rights in the event of exercisingrights and to standard pre-purchase and co-salerights.On 31 August 2009 SinnerSchrader held 270,656shares of treasury stock, which give it no voting rightsor other rights.Several shareholders have notified SinnerSchraderAG pursuant to Article 21 of the Securities Trading Act(“WpHG”) in conjunction with Article 22 WpHG thatover 10 % of the votes can be assigned to them. Themost recent notification for each individual is listed inthe Notes to the SinnerSchrader AG Annual FinancialStatements as of 31 August 2009.According to the information there, as well as thepresentation of the shares held by the Board membersin the Notes to the Annual Financial Statements of theAG, Matthias Schrader, co-founder of SinnerSchraderand Chairman of the Management Board of the AG,directly held 2,455,175 shares as of 31 August 2009,corresponding to 21.27 % of all voting rights.None of the shares issued in SinnerSchrader AG aregranted special rights.The AG does not initiate voting controls for employeesholding a share of the capital if these employees donot fall under the cited consortium agreement.