72Corporate Situation: Corporate GovernanceIn 2010 the Supervisory Board remuneration was made up as follows:remuneration of the supervisory board of gildemeister aktiengesellschaftbusiness reportCorporate SituationHans Henning OffenCommittee CommitteeCommittee remuneration remunerationremuneration Personnel Technology &Fixed Finance & Nomination & DevelopremunerationAuditing (f&a) Remuneration (pnr) ment (t&d) lti Totalin € in € in € in € in € in €Chairman sb, Chairman pnr 60,000 12,000 24,000 0 43,125 139,125Prof. Dr.-Ing. Uwe LoosMember sb until 31 March 2010Chairman t&d until 31 March 2010 5,918 0 0 5,918 4,253 16,089Ulrich HockerMember sb as of 11 May 2010Member pnr as of 14 May 2010 15,386 0 7,627 0 11,059 34,072Günther BergerMember sb until 17 March 2010Chairman f&a until 17 March 2010 4,997 4,997 0 0 3,592 13,586Prof. Dr. Edgar ErnstMember sb as of 11 May 2010Chairman f&a as of 14 May 2010 15,386 15,255 0 0 11,059 41,700Dr.-Ing. Jürgen HarnischDeputy Chairman t&d until 13 May 2010Chairman t&d as of 14 May 2010 24,000 0 0 21,814 17,250 63,064Dr.-Ing. Masahiko Mori 24,000 12,000 0 0 17,250 53,250Prof. Dr.-Ing. Walter KunerthMember pnr until 13 May 2010Deputy Chairman t&d as of 14 May 2010 24,000 0 4,373 11,441 17,250 57,064Norbert Zweng 24,000 12,000 0 0 17,250 53,250Gerhard DirrDeputy Chairman sb,Deputy Chairman pnr 36,000 12,000 18,000 0 25,875 91,875Wulf BantelmannMember sb until 31 May 2010Member t&d until 31 May 2010 9,929 0 0 4,964 7,136 22,029Oliver GrabeMember sb as of 01 June 2010Member t&d as of 29 Sep. 2010 14,071 0 0 3,090 10,114 27,275Matthias Pfuhl 24,000 0 0 12,000 17,250 53,250Harry DomnikDeputy Chairman f&a 24,000 18,000 12,000 0 17,250 71,250Günther Johann Schachner 24,000 0 0 0 17,250 41,250Total 329,687 86,252 66,000 59,227 236,963 778,129
Corporate Situation: Corporate Governance 73For the financial year 2010 the total renumeration of the Supervisary Board amounted to€ 778,129 (previous year: € 892,421).Pursuant to Section 15a of the German Securities Trading Act (Wphg), members ofthe Supervisory Board or other persons subject to reporting requirements must discloseany purchase or disposal of shares, as well as any related rights of purchase or disposal,such as options or rights that are directly dependent upon the quoted share price of thecompany. In the reporting year, no director’s dealings notifications were made.A company that is managed by a member of the Supervisory Board holds an investmentof 5% of the total number of shares. The remaining members of the SupervisoryBoard together hold less than 1% of the total shares issued. No member of the ExecutiveBoard owns any gildemeister shares.Performance-relatedExecutive BoardremunerationInsurance for Supervisory and Executive Board members of the gildemeister groupgildemeister has d&o insurance (manager liability insurance) and legal costs insurancefor all members of the Supervisory and Executive Boards, as well as for managingdirectors and executive staff. The d&o insurance provides for an appropriate deductiblewithin the context of the Act on the Appropriateness of Management Board Remuneration(Vorstag).Remuneration of the Executive Board of gildemeister AktiengesellschaftThe remuneration of the Executive Board is discussed and decided by the plenarymeeting of the Supervisory Board.Members of the Executive Board receive direct and indirect remuneration components,whereby the indirect components primarily consist of pension plan expenses.The direct remuneration of the Executive Board members of gildemeister Aktiengesellschaftcontains fixed and variable components. The variable components comprise ashort-term incentive (sti) and a long-term incentive (lti). Both variable components arefixed in such a way that they represent a clear incentive for the Executive Board membersto achieve the targets. In this way they support sustainable and value-based management.The criteria for the appropriateness of the remuneration include in particular the tasksrendered by each Executive Board member, his or her personal performance, and theperformance of the Executive Board, as well as the company’s economic situation,success and future prospects within the scope of its comparative environment.Direct remuneration of the members of the Executive Board amounted to € 4,027 k(previous year: € 2,988 k). Of this, € 1,821 k (previous year: € 1,673 k) was attributed tothe fixed remuneration, € 1,295 k to the sti (previous year: € 400 k). The sti thus takesaccount of reaching the target of a positive result in times of economic crisis. The payoutvalue of the lti was € 0 k, as the ebit margin set for the 2008 to 2010 tranche was notachieved in the allocation year 2010. The cost of the individual performance remunerationamounted to € 800 k (previous year: € 800 k). Benefits in kind accounted for € 111 k(previous year: € 115 k).business reportCorporate Situation
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