pdf (22.8 MB) - METRO Group
pdf (22.8 MB) - METRO Group
pdf (22.8 MB) - METRO Group
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<strong>METRO</strong> GROUP : ANNUAL REPORT 2011 : BUSINESS<br />
→ GROUP MANAGEMENT REPORT : 8. REMUNERATiON REPORT<br />
When the performance share plan was introduced, share<br />
ownership guidelines also went into effect: as a precondition<br />
for the payout of performance shares, the members of<br />
the Management Board are obliged to undertake a significant<br />
continuous self-financed investment in Metro shares<br />
up to the end of the three-year blocking period. This ensures<br />
that, as shareholders, they will directly participate in share<br />
price gains as well as potential losses of the Metro share.<br />
Their investment in Company shares promotes the longterm<br />
structure and orientation towards sustainable development<br />
of the remuneration system and results in a healthy<br />
balance of the various remuneration elements. The size of<br />
the self-financed investment applies to the entire term of<br />
the performance share plan. The required investment<br />
amounts to €0.5 million for the Chairman of the Management<br />
Board and €0.4 million each for the other members of<br />
the Management Board.<br />
Pension provisions<br />
In 2009, company pension provisions were introduced for<br />
members of the Management Board. These provisions consist<br />
of direct benefits with a defined contribution component<br />
and a performance-based component.<br />
The defined contribution component is financed by the Management<br />
Board and the Company based on an apportionment<br />
of “7 + 7 + 7”. When a member of the Management Board<br />
makes a contribution of 7 percent of his or her defined basis<br />
for assessment, the Company will contribute the same<br />
amount. Depending on the economic situation, the Company<br />
will pay the same amount again. In view of the macroeconomic<br />
environment, the additional amount was again suspended<br />
in the reporting year. The performance-based<br />
component is congruently reinsured by Hamburger pensionsrückdeckungskasse<br />
vvaG (HpR). The interest rate for the<br />
contributions is paid in accordance with the profit-sharing<br />
system of the HpR with a guarantee applying to the paid-in<br />
contribution. When a member of the Management Board<br />
leaves the Company before retirement age, the contributions<br />
retain the level they have reached.<br />
an entitlement to pension benefits exists<br />
→ if the working relationship ends with or after the reaching<br />
of standard retirement age as it applies to the German<br />
state pension scheme,<br />
→ as early retirement benefits, if the working relationship<br />
ends at the age of 60 or afterwards and before the standard<br />
retirement age,<br />
→ p. 141<br />
→ as disability benefits, if the working relationship ends<br />
before the standard retirement age is reached and preconditions<br />
have been fulfilled,<br />
→ as surviving dependants’ benefits, if the working relationship<br />
is ended by the person’s death.<br />
payment can be made in the form of capital, instalments or a<br />
life-long pension. a minimum benefit is granted in the case<br />
of invalidity or death. In such instances, the total amount of<br />
contributions that would have been credited to the member<br />
of the Management Board for every calendar year up to a<br />
credit period of ten years, but limited to the point when the<br />
individual turns 60, will be added to the benefits balance.<br />
This performance-based component is not reinsured, but<br />
will be provided directly by the Company when the benefit<br />
case occurs.<br />
Further benefits in cases of an end to employment<br />
The active members of the Management Board receive no<br />
additional benefits beyond the described pension provisions<br />
should their employment end. In particular, no retirement<br />
payments will be granted. In the event of the death of a<br />
member of the Management Board during active service, his<br />
or her surviving dependants will be paid the fixed salary for<br />
the month in which the death occurred as well as for an additional<br />
six months.<br />
supplemental benefits<br />
The supplemental benefits granted to members of the Management<br />
Board include non-cash benefits and expense<br />
allowances.<br />
Other<br />
The members of the Management Board of MeTRo aG are not<br />
entitled to additional remuneration or special benefits as a<br />
result of a change of control.<br />
Long-term incentive in the financial year 2011<br />
The target value for the 2011 tranche is €0.5 million each for<br />
Mr Koch and Mr saveuse and €1.2 million for Mr Muller.<br />
Mr Koch and Mr saveuse received 11,982 performance shares<br />
each and Mr Muller received 28,756 performance shares<br />
under the conditions of the performance share plan. Mr Hutmacher,<br />
who joined the Management Board in october 2011,<br />
has not yet received any performance shares. at the time of<br />
granting, a share unit was valued at €24.65. The performance<br />
shares that were distributed do not represent a fixed number<br />
of rights in the sense of § 285 sentence 1 no. 9a sentence 4 of