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

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