49. Remuneration report

In the following section the principles of remuneration for members of the Executive Board and Supervisory Board of Nordzucker AG are described and the amount of their remuneration disclosed, together with disclosures on shares held by members of the Executive Board and Supervisory Board.

49.1. Remuneration of the Executive Board

The structure and amount of Executive Board remuneration are determined and regularly reviewed by the full Supervisory Board following a proposal from the Human Resources Committee of the Supervisory Board.

The criteria for determining the remuneration of individual Executive Board members are their responsibilities, personal performance, the economic situation, business success, future prospects, sustainable corporate development and also the extent to which the remuneration is generally accepted considering the sphere of comparison and remuneration structures applicable elsewhere in the company.

The total remuneration of Executive Board members includes monetary payments, benefit commitments and other commitments such as the provision of a company car. The monetary remuneration components consist of a fixed annual salary, paid in twelve equal monthly instalments, as well as an earnings and performance-related payment. The variable bonus can be up to a maximum of 50 per cent of total compensation (total compensation is made up of fixed annual salary and the variable bonus). The structure of Executive Board remuneration is aligned with the company’s sustainable development, as recommended by the German Corporate Governance Code (GCGC). In consequence, 45 per cent of variable remuneration is paid as a short-term incentive (STI) linked to the achievement of targets for the given financial year. The remaining 55 per cent is paid as a long-term incentive (LTI), calculated on the basis of average performance against targets for the past three years.

Benefit commitments made to Executive Board members in the event that their appointment to Executive Board ends prematurely are limited to the value of the remaining term of their contract.

This results in the following remuneration for individual members of the Executive Board for the 2013/2014 reporting period:

Remuneration of Executive Board members 2013/2014
  XLS Download

EUR

Cash payments

Pensions

Other*

Total

 

Salary

Variable annual bonus

 

 

 

*

Non-cash benefit for tax purposes, e.g. for company car, etc.

Hartwig Fuchs

575,000

550,756

160,000

16,162

1,301,918

Axel Aumüller

380,000

363,977

125,000

22,030

891,007

Mats Liljestam

350,000

335,242

108,000

26,411

819,653

Dr. Michael Noth

380,000

363,977

125,000

17,146

886,123

Dr. Niels Pörksen

221,667

 

125,000

1,106,451

1,453,118

Total

1,906,667

1,613,952

643,000

1,188,200

5,351,819

For the 2012/2013 comparative period, the members of the Executive Board were remunerated as follows:

Remuneration of Executive Board members 2012/2013
  XLS Download

EUR

Cash payments

Pensions

Other*

Total

 

Salary

Variable annual bonus

 

 

 

*

Non-cash benefit for tax purposes, e.g. for company car, etc.

Hartwig Fuchs

460,417

455,403

160,000

15,996

1,091,816

Axel Aumüller

350,000

346,188

125,000

27,958

849,146

Mats Liljestam

350,000

346,188

108,000

26,933

831,121

Dr. Michael Noth

380,000

375,861

125,000

16,172

897,033

Dr. Niels Pörksen

380,000

375,861

125,000

14,733

895,594

Total

1,920,417

1,899,501

643,000

101,792

4,564,710

The members of the Executive Board are assured pension commitments in the form of defined benefit commitments and defined contribution commitments.

Former Executive Board members received pension payments of EUR 771 thousand (previous year: EUR 752 thousand). Nordzucker AG recognised provisions of EUR 10,718 thousand (previous year: EUR 10,728 thousand) for pension commitments to former Executive Board members.

In the reporting and comparative period, members of the Executive Board received neither loans nor advances from the company.

49.2. Remuneration of the Supervisory Board

The remuneration of the Supervisory Board is based on the size of the company, the duties and responsibilities of the members of the Supervisory Board and the economic situation of the company. The remuneration includes a dividend-related component and an attendance fee, in addition to a fixed payment. The Chairman and Deputy Chairman of the Supervisory Board receive additional remuneration. Additional remuneration is also paid to the Chairs of the committees as well as for participation in the committees (with the exception of the Nomination Committee).

The remuneration of the Supervisory Board is defined in Sec. 14 of the Articles of Association of Nordzucker AG.

In accordance with these rules, members of the Supervisory Board receive a fixed salary of EUR 18 thousand and a dividend-related payment of EUR 90 for every EUR 0.01 of dividend paid out per share on average over the past three years. Subject to approval at the Annual General Meeting, the dividend for the 2013/2014 reporting period will be EUR 1.30 per share (2012/2013 reporting period: EUR 1.80; 2011/2012 reporting period: EUR 1.00). The amount of variable remuneration is limited to the amount of fixed salary. The Chairman of the Supervisory Board receives two and a half times, the Deputy Chairmen and Committee Chairmen each receive 1.4 times, and committee members 1.2 times the total of fixed and variable remuneration. If a member of the Supervisory Board occupies more than one of these positions, the increased rate of remuneration only applies once. In addition, each Supervisory Board member receives an attendance fee of EUR 300.00 per meeting for attending the meetings of the Supervisory Board and its committees. A maximum of two meetings per day can be remunerated.

Subject to the approval of the dividend proposal at the Annual General Meeting, the following payments will be made for the 2013/2014 reporting period:

Remuneration of Supervisory Board members 2013/2014
Enlarge table XLS Download

EUR

Fixed remu­neration*

Variable remu­neration*

Subtotal

Factor

Total compen­sation

Attendance fee*

Total

Total previous year

*

Does not include the VAT paid on behalf of Supervisory Board members for their work.

Hans-Christian Koehler

18,000.00

12,330.00

30,330.00

2.5

75,825.00

4,800.00

80,625.00

87,856.25

Andreas Scheffrahn

18,000.00

12,330.00

30,330.00

1.4

42,462.00

4,200.00

46,662.00

61,456.25

Dieter Woischke

18,000.00

12,330.00

30,330.00

1.4

42,462.00

3,600.00

46,062.00

59,056.25

Helmut Meyer

18,000.00

12,330.00

30,330.00

1.4

42,462.00

2,100.00

44,562.00

55,756.25

Dr. Harald Isermeyer

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,000.00

39,396.00

52,256.25

Jochen Johannes Juister

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,300.00

39,696.00

51,056.25

Marina Strootmann

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,300.00

39,696.00

50,756.25

Ulf Gabriel

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,300.00

39,696.00

50,456.25

Sigrun Krussmann

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,300.00

39,696.00

50,456.25

Matts Eskil Rosendahl

18,000.00

12,330.00

30,330.00

1.2

36,396.00

3,300.00

39,696.00

50,156.25

Michael Gerlif

18,000.00

12,330.00

30,330.00

1.2

36,396.00

4,200.00

40,596.00

49,856.25

Gerhard Borchert

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

49,556.25

Dr. Hans Theo Jachmann

18,000.00

12,330.00

30,330.00

1.0

30,330.00

1,800.00

32,130.00

48,956.25

Rainer Knackstedt

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

48,956.25

Hans Jochen Bosse

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

48,056.25

Gerd von Glowczewski

18,000.00

12,330.00

30,330.00

1.0

30,330.00

1,800.00

32,130.00

48,056.25

Dr. Clemens Große Frie

18,000.00

12,330.00

30,330.00

1.0

30,330.00

1,500.00

31,830.00

48,056.25

Dr. Karl-Heinz Engel

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

47,156.25

Helmut Bleckwenn

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

30,694.78

Olaf Joern

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

30,694.78

Marie Lohel

18,000.00

12,330.00

30,330.00

1.0

30,330.00

2,100.00

32,430.00

30,694.78

Hans-Heinrich Prüße

 

 

 

 

 

 

 

19,161.47

Wolfgang Wiesener

 

 

 

 

 

 

 

18,561.47

Rolf Huber-Frey

 

 

 

 

 

 

 

17,961.47

Total

378,000.00

258,930.00

636,930.00

 

761,283.00

58,200.00

819,483.00

1,105,681.25

Furthermore, the members of the Supervisory Board are reimbursed for all out-of-pocket expenses incurred in the exercise of their duties as well as for the VAT payable on their remuneration and on the reimbursed expenses. The total amount of these reimbursements, including VAT, was EUR 26 thousand (previous year: EUR 38 thousand).

In the reporting and comparative period, members of the Supervisory Board received neither loans nor advances from the company.

49.3. Shares held by members of the Executive Board and Supervisory Board

Members of the Executive Board hold no significant stocks of shares.

As of 28 February 2014, members of the Supervisory Board and related parties held less than one per cent of the issued share capital of Nordzucker AG. The shares bear no relation to the remuneration of the Supervisory Board.

49.4. Miscellaneous

Board members of Nordzucker AG are indemnified by Nordzucker AG against third-party liability as allowed by law. For this purpose the company has taken out D & O insurance for members of the Boards of Nordzucker AG. The insurance policy is taken out or renewed annually and covers the personal liability of Board members for claims for damages arising in the course of their work. It includes an excess in accordance with Sec. 3.8 of the German Corporate Governance Code.