PDF (7.3 MB) - GILDEMEISTER Interim Report 3rd Quarter 2012

Corporate Situation: Corporate Governance 71Remuneration of the Executive Board and Supervisory BoardPursuant to clause 5.4.7 of the German Corporate Governance Code, we report on theremuneration of the Supervisory Board individually and broken down into components.Performance-relatedcomponentsRemuneration of the Supervisory Board of gildemeister AktiengesellschaftThe remuneration of the Supervisory Board is determined by the Annual General Meetingof Shareholders and is regulated under Section 12 of the articles of association ofgildemeister Aktiengesellschaft. It contains remuneration components not related toperformance and a performance-related remuneration component. The remunerationcomponents not dependent upon performance include the fixed remuneration that eachmember of the Supervisory Board receives and remuneration for committee work. Theperformance-related component comprises a long-term performance incentive (lti), whichhas the aim of promoting sustainable corporate management along value-based lines.In financial year 2010, the fixed remuneration for each individual member of theSupervisory Board was € 24,000; the chairman received 2.5-times that amount (€ 60,000)and the deputy chairman 1.5-times that amount (€ 36,000). The fixed remuneration thereforetotalled € 329,687 (previous year: € 335,605).Remuneration for committee work amounted to a total of € 211,479 (previous year:€ 221,211) and took into account the work carried out by the Finance and Audit Committee,the Personnel, Nominations and Remuneration Committee, and by the Technologyand Development Committee. No remuneration was paid for work on the ConciliationCommittee or on the Nominations Committee, which are sub-committees of the Personnel,Nominations and Remuneration Committee. The individual committee members eachreceived € 12,000. The chairperson of a committee also receives an additional fixed remunerationof a further € 12,000 and the deputy chairperson of € 6,000.The lti performance-related remuneration component is based on target valuesrelated to key figures. The earnings per share (eps) figure is used as the performancerelatedkey figure. The eps is an established key figure by which a performance context isgiven taking into consideration the respective share capital. It is calculated by dividingthe annual profit, less the profit share of minority interests, by the weighted averagenumber of shares. The lti is variable, which means that it is not a secure remuneration.In this respect, again the Supervisory Board chairman receives 2.5-times and his deputy1.5-times the remuneration of the other members. The lti is capped at the level of therespective fixed remuneration.The lti takes into account not only the reporting year but also the two precedingyears. The key figure is the mean average of the eps values in the corresponding financialyears. The lti is only paid if the average eps for the relevant three years amounts to atleast € 0.15. For financial year 2010 and the two preceding years, the corresponding epsaverage value was € 0.69 (previous year: € 1.04). The performance-related remunerationfor the Supervisory Board calculated from the lti totalled € 236,963 (previous year:€ 335,605). The economic development was thus also reflected in the amount of thisvariable remuneration component.business reportCorporate Situation