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

74Corporate Situation: Corporate GovernanceIn 2010 the direct remuneration of the Executive Board breaks down as follows:executive board direct remuneration Remu- PaymentFixed sti lti neration in kind Total€ k € k € k € k € k € kDr. Rüdiger Kapitza, Chairman 800 476 0 300 41 1,617Dr. Thorsten Schmidt 356 317 0 200 26 899Günter Bachmann 356 317 0 200 29 902Kathrin Dahnke (as of 20 May 2010) 161 185 0 100 6 452Michael Welt (Chairman until 19 May 2010) 148 – – – 9 157Total 1,821 1,295 0 800 111 4,027business reportCorporate SituationRemuneration componentsdependent on share priceThe fixed remuneration is the contractually defined basic remuneration, which ispaid in equal monthly amounts.The sti is based on index-based target values. In the reporting year the earningsafter tax (eat) provided the reference value used. The scale of the target values isre-defined annually. In addition, the sti is capped at € 500 k for 2010. The cap is alsofixed anew each year.As a remuneration component with long-term incentive effect, the lti combines theachievement of fixed targets in relation to the ebit of the company with the performanceof the gildemeister share. A cap has been set at 2-times the annual fixed salary of eachExecutive Board member per tranche for the year in which the award takes place. Shouldthe ebit of the allocation year not reach a minimum ebit figure that is set anew uponevery new awarding of a tranche, the lti payment is not applicable.The lti involves a performance units plan, which is not associated with any dividendpayments or voting rights. In addition, the units may not be traded nor sold to thirdparties. The performance units awarded at the beginning of each year have a term ofthree years, respectively four years since 2009. Following this model, the performanceunits awarded for 2008 did not result in any payment. The performance units awarded forthe financial year 2009 will be allocated on 31 December 2011 and, following the AnnualGeneral Meeting of Shareholders in 2012, will be paid out taking into account the ebittarget achieved in 2011 and the respective share price.Based on the statutory provisions of the German Act on the Appropriateness ofManagement Board Remuneration (Vorstag), in 2009 the Supervisory Board passed aresolution to extend the period of a tranche from three to four years. In order to continuethe incentive effect of the lti, an additional tranche with a period of four years wasawarded in 2009 for each Executive Board member. The allocation of these tranchestakes place in 2012 with payment being made in 2013 following the Annual GeneralMeeting of Shareholders.The performance units awarded for financial year 2010 will be allocated on31 December 2013 and, following the Annual General Meeting of Shareholders in 2014,will be paid out taking into account the average eat (earnings after tax) of the lastfour years and the respective share price.