Remuneration system of the Supervisory Board

Remuneration system of the Supervisory Board
pursuant to sections 113 para. 3 sentence 1, 87a para. 1 sentence 2 German Stock Corporation Act (AktG)

The members of the Supervisory Board are entitled to an appropriate remuneration which, both in terms of its structure and its amount, takes into account the requirements for the office of the Supervisory Board and the situation of the company. For the respective amount of the fixed annual remuneration, the specific function and responsibility of the Supervisory Board members are taken into account. At the same time, the remuneration shall make the assumption of a mandate as member or chairman of the Supervisory Board or a committee appear sufficiently attractive in order to be able to attract and retain appropriately qualified candidates for the Supervisory Board. This is a prerequisite for the best possible supervision of and advice to the Executive Board, which in turn makes a significant contribution to a successful business strategy and the long-term success of the company

Procedure

The remuneration of the Supervisory Board is regulated in section 14 of the Articles of Association of the company. The provision in the Articles of Association is conclusive. There are no subsidiary or supplementary agreements. 

The remuneration provisions apply equally to shareholder representatives and employee representatives on the Supervisory Board. The remuneration and employment conditions of the employees were and are of no significance for the remuneration system of the Supervisory Board. This results from the fact that the Supervisory Board remuneration is granted for an activity which is fundamentally different from the activity of the employees of R. STAHL AG and R. STAHL Group. Therefore, such a vertical comparison with employee remuneration cannot be considered. 
If the Executive Board and the Supervisory Board see reason to change the remuneration, they submit a proposal to the Annual General Meeting for a changed remuneration system or a changed amount of remuneration as well as a corresponding proposal to amend the Articles of Association. Irrespective of this, the remuneration of the Supervisory Board, including the remuneration system for the Supervisory Board, is submitted to the Annual General Meeting every four years for (if necessary, confirming) resolution pursuant to section 113 para. 3 AktG. 
The regulations applicable to the handling of conflicts of interest (such as the obligation for early disclosure) are also observed in the procedure for establishing, implementing and reviewing the remuneration system for the Supervisory Board. So far, no such conflict of interest has occurred.
 

Remuneration components

Fixed annual remuneration

Each member of the Supervisory Board receives a fixed annual remuneration. This amounts to € 30,000 for ordinary members of the Supervisory Board and € 60,000 for the chairman of the Supervisory Board.

A separate fixed annual remuneration is granted for service on a committee.

The members of the Audit Committee receive an amount of € 15,000. The chairman of the Audit Committee receives € 30,000.

The members in other committees of the Supervisory Board receive an amount of € 10,000. The chairperson of such a committee receives €20,000.

Remuneration for committee activities for a financial year shall be subject to the condition that the committee concerned has met during that period in order to fulfil its duties. 

The committee remuneration of the chairman of the Supervisory Board is no longer additionally differentiated or doubled after the adjustment of the remuneration for a committee activity - unlike under the old system.  

Further remuneration components

In addition to the remuneration, the members of the Supervisory Board shall be reimbursed for their expenses and the value added tax payable on the remuneration of the Supervisory Board. Furthermore, the members of the Supervisory Board are included in a pecuniary loss liability insurance policy maintained by the company in the interest of the company in an appropriate amount for executive bodies and certain executives, insofar as such a policy exists. The premiums for this are paid by the company. 
 

Joining and leaving during the year

The remuneration is linked to the duration of the appointment as a member of the Supervisory Board or the membership in a committee. If a mandate in the Supervisory Board and/or in a committee begins during a financial year or if members of the Supervisory Board leave the body and/or a committee during a financial year, they shall receive the remuneration components rounded up to full months pro rata temporis. Pro rata remuneration for committee activities requires that the committee concerned has met during the relevant period in order to fulfil its duties.