Members
The remuneration report explains the structure and the amount of the remuneration paid to the Management Board and the Supervisory Board members. Designing remuneration systems for the Management Board and the Supervisory Board members that provide incentives and reward performance in an appropriate manner is a key component of responsible corporate governance.
REMUNERATION OF THE MANAGEMENT BOARD MEMBERS
The remuneration paid to the Management Board members comprises three components: a fixed basic remuneration component, a variable remuneration component and a remuneration component based on the long-term performance of the Company and the share price.
The variable remuneration for the Management Board members Mr Holzer, Dr Rebien, Dr Schumacher, Mr Greiser (from 1 March 2012) and Mr Rosa (until 29 February 2012) is based on the TOM TAILOR GROUP’s net sales figures and its adjusted EBITDA. Dr Schumacher has an additional remuneration component based on the specific EBITDA performance in the retail segment. The Management Board members are permitted to use their company cars for private purposes as a fringe benefit. In addition, accident insurance has been taken out for Dr Rebien, Mr Greiser, Dr Schumacher and Mr Rosa and an endowment policy has been taken out for Mr Holzer. In the event that a member of the Management Board becomes unable to work, his salary will continue to be paid for a maximum of six months; in the event of the death of a member of the Management Board, payments will continue for a maximum of 12 months. If Mr Holzer’s contract is terminated he is entitled to receive a fixed severance payment in the amount of his fixed remuneration component for the remainder of his contract.
In financial year 2012, the variable remuneration components are EUR 1,630 thousand for Mr Holzer, EUR 394 thousand for Dr Rebien, EUR 135 thousand for Dr Schumacher, EUR 417 thousand for Mr Greiser and EUR 44 thousand for Mr Rosa. The fixed remuneration components amounted to EUR 924 thousand for Mr Holzer, EUR 365 thousand for Dr Rebien, EUR 268 thousand for Dr Schumacher, EUR 434 thousand for Mr Greiser and EUR 60 thousand for Mr Rosa. The remuneration components for Mr Greiser relate to the period since he was appointed on 1 March 2012 until 31 December 2012, and those for Mr Rosa for the period from 1 January 2012 until 29 February 2012.
On 20 January 2010, the Supervisory Board resolved to implement a stock-based remuneration system (the Matching Stock Programme, or MSP) for the members of the Management Board. The MSP runs for a total of 14 years from the date of the initial listing and serves to align the mutual interests of the Management Board and the shareholders. A detailed description of this remuneration system is provided in the notes. Measurement of the MSP on 31 December 2012 resulted in remu- neration entitlements of EUR 443 thousand for Mr Holzer and of EUR 169 thousand for Dr Rebien. These remuneration entitlements will be paid out in 2014 at the earliest. Mr Rosa’s previous claims to remuneration have lapsed without compensation due to the termination of his contract effective 29 February 2012.
A Long-Term Incentive Programme (LTI) was introduced in July 2010 for the TOM TAILOR GROUP’s management. It serves to retain personnel and achieve the Company’s long-term goals. The pro- gramme is also open to the members of the Management Board. The remuneration system runs for a period of eight years (starting in financial year 2010) and grants an additional, individual bonus based on a comparison of target and actual revenue and the operating result over a three-year observation period in each case. Share price performance is another component that is taken into consideration. Due to the successful acquisition of BONITA and the resulting performance by the Company, there was a non-recurring increase in the programme’s inputs in 2012 compared with the previous year. Measurement of the LTI programme as at 31 December 2012 resulted in a total remuneration entitlement of EUR 1,919 thousand for Mr Holzer, EUR 595 thousand for Dr Rebien and EUR 393 thousand for Dr Schumacher. The portion from the first tranche, which was issued in 2010, will become payable in 2013 and amounts to EUR 1,356 thousand for Mr Holzer, EUR 376 thou- sand for Dr Rebien and EUR 248 thousand for Dr Schumacher. The remaining tranches from this remuneration system will be paid out after certain prerequisites have been met, starting in 2014 at the earliest. Mr Rosa’s previous claims to remuneration have lapsed due to the termination of his contract effective 29 February 2012. Mr Greiser will not be entitled to receive any entitlements from this programme until the beginning of 2013 when the fourth tranche is issued.
REMUNERATION OF THE SUPERVISORY BOARD MEMBERS
In accordance with the Articles of Association, the members of the Supervisory Board receive a fixed remuneration of EUR 40 thousand (the Chairman receives EUR 150 thousand and the Deputy Chair- man EUR 75 thousand) in addition to compensation for out-of-pocket expenses. This remuneration is payable after the end of the Annual General Meeting receiving and resolving the approval of the consolidated financial statements for the financial year in question.