Compensation plan

We approve the use of compensation plans, i.e. the performance-related remuneration of management and staff using share plans or stock option programs. We consider such programs to be a suitable instrument for aligning managers’ and employees’ interests with those of shareholders.

We support the definition of a benchmark or peer group, of a differentiated performance catalogue and of a target achievement ratio as the basis for performance-related remuneration.

This provides management and staff with an incentive to align themselves with the competitive environment.

In addition, this means that it is still possible to make payments even in difficult market environments, since these comply with the performance-related approach to remuneration. We are convinced that senior management should be measured by the company’s long-term success and therefore support long-term compensation plans. In addition, a clear focus on sustainability is important to us. In the case of variable remuneration, we require proof of above-average performance for a period of at least three years.

Stock option programs may not lead to the dilution of voting rights for the shareholder base. As a result, we shall decide on capital increases to finance stock option programs on a case-by-case basis and support the establishment of phantom stock (option) programs. In addition, we demand transparent disclosure of all stock option programs.

Executive board / senior management

Senior management plays a particularly important role in view of its task of managing the undertaking’s operational and strategic business.

Their remuneration must be aligned with the company’s long-term success. It should be transparent and understandable, and should reflect performance.

Benchmarking against similar companies is desired.

We reject both retrospective adjustments to variable earnings and linking remuneration to dividend payments.

We are in favour both of bonus / malus systems and of direct investments in shares by the executive board.

We expressly call for compensation plans to be set up to align the interests of shareholders and management. As a matter of principle, we support plans under which shares or options are issued at market price.

We decide on a case-by-case basis if shares and options are issued at a discount. We categorically reject repricing, as well as discrepancies between executive pay and a company’s results.

Stock option programs should be linked to incentive systems and should be disclosed.

The first exercise date should be after not less than three years. In line with the motto “say on pay”, we demand that a consultative vote be held on the remuneration system at general meetings: this gives shareholders the opportunity to confirm the appropriateness of the executive board’s remuneration.

We are against all kinds of disproportionate severance payments that do not reflect performance.

Supervisory board

The remuneration of the supervisory board should be appropriate and oriented on long-term goals.

The fixed salary component should account for at least half of total remuneration. The variable component should be oriented on long-term goals and a sector comparison. We reject linking remuneration to the size of dividends.

Employees

As a general principle, we are in favour of establishing share programs for non-executive employees as well, so as to improve motivation and increase identification with the company.