Thomas Doll and Stavros Efremidis were Executive Directors in 2013. In February 2013 the Administrative Board prematurely extended Thomas Doll’s contract as Executive Director and CFO until the end of June 2017. Stavros Efremidis was appointed as Executive Director and COO for the German business, as well as procurement and sales management, in February 2013. In the course of the takeover of KWG Kommunale Wohnen AG (KWG), he moved from the KWG Executive Board to the conwert Executive Board. After KWG was integrated into the Group, the Administrative Board unanimously terminated the contract with Stavros Efremidis and removed him as Executive Director. The agreement reached reflects the circumstances of the termination as well as the company’s economic state and settles any claim to fixed, variable and other remuneration. Effective 1 February 2014, Clemens Schneider has been appointed Executive Director and CEO. The responsibilities of Stavros Efremidis were assumed by Thomas Doll for the interim period.
Executive Board Responsibilities First appointed End of term
Other functions on Super- visory or Administrative Boards or comparable roles in Austrian or foreign companies not included in the consolidated financial statements
Thomas Doll dob 27/12/1965
Finance, controlling / risk management / ICS, Group accounting and tax, legal affairs and investments, IT and HR; portfolio management, services and sales in Austria and other countries (also for the responsibilities of Stavros Efremidis before and after his term)
September 2010 June 2017 None
Stavros Efremidis dob 27/09/1968
Portfolio management, services, acquisitions and sales in Germany, sales management, procurement
February 2013 September 2013 None
business year.
In 2013 the profit-sharing scheme consisted of the following components and is tied in particular to sustainable, long- term criteria:
Fixed component Variable component Severance Remuneration in kind Total
Thomas Doll 237,650.00 216,500.00 - 7,374.36 461,524.36 Stavros Efremidis
(left in September 2013)
236,041.60 - 245,000.00 12,868.50 493,910.10
Total 473,691.60 216,500.00 245,000.00 20,242.86 955,434.46
Remuneration of the Executive Board in 2013 (in €)
+Severance pay upon premature termination:
Executive Directors are entitled to a maximum of two gross yearly salaries in the case of premature termination, whereby this must be made as a one-off payment without a discount and paid to the terminated Executive Director on the date of leaving the Board. Should an Executive Director leave the Board prematurely by choice, the Director has no claim to severance pay. Special severance rules apply to instances where there is a change of control. Agreements resulting from the premature termination of an Executive Director with regard to severance pay reflect the circumstances of the termination and the economic state of the company. The severance settlement for Stavros Efremidis amounted to €245,000.00, whereby the variable salary component for 2013 and any other claims have been settled in full.
+Severance pay when a contract is not renewed or upon retirement:
In cases where an Executive Director’s term on the Board ends because the Administrative Board has not renewed
Procedures for the Executive Directors
The Executive Directors conduct the business of the company in line with the law, Articles of Association, and Rules of Procedure and, along with the Administrative Board, represent the company externally. There were two Executive Directors for the majority of 2013 – Thomas Doll and Stavros Efremidis. All of Stavros Efremidis’ responsibilities were assumed on an interim basis by Thomas Doll before and after Stavros Efremidis’ appointment and termination until Clemens Schneider took up the post of Executive Director and CEO on 1 February 2014. The Rules of Procedure for the Executive Directors include information and reporting obligations to the Administrative Board as well as cataloguing all measures which require the approval of the Administrative Board. The regular Executive Board meetings in particular serve to ensure the exchange of information and decision making for all corporate affairs which require the approval of the Executive Board.
Remuneration of the Executive Board
The remuneration system for members of the Executive Board involves fixed and variable salary components. No provisions are made for stock options or pensions.
Total remuneration is divided into a fixed salary and a variable component, or profit-sharing plan. A range of qualitative and quantitative criteria is applied to determining the performance-linked component due.
Depending on the extent to which the criteria are met, the variable component can amount to up to €225,000.00 per
(1) Achieving EBT targets (50% profit sharing),
(2) Achieving cross-divisional targets (30% profit sharing),
(3) Achieving individual targets defined by the Administrative Board (20% variable profit sharing)
These variable, performance-linked salary components were re-evaluated in 2011 and were applied in the 2013 business year to the two Executive Directors, Thomas Doll and Stavros Efremidis. The breakdown of the total remuneration of the two Executive Directors is shown in the following table:
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+ The Administrative Board member should not have a business relationship to the company or any of its subsidiaries, the scope of which is considered material, either at present or in the previous business year. This also applies to business dealings with companies in which the Administrative Board member has a significant economic interest. This does not apply to instances where the existence of such a business relationship has been disclosed prior to the member’s appointment. Administrative Board approval of individual transactions as per Article 95 Section 5 Line 12 of the Austrian Stock Corporation Act does not automatically lead to classification as non-independent.
+ The Administrative Board member must not have audited the company in the past three years, nor been a share- holder or employee of the company’s current audit firm.
+ The Administrative Board member should not serve on the Management Board or Executive Board of another company in which a member of conwert’s Executive Board is on the Supervisory or Administrative Board.
+ The Administrative Board member should not be closely related to a member of the Executive Board (direct descendant, spouse, live-in partner, parent, uncle, aunt, sibling, niece, nephew) or to any person who holds one of the aforementioned positions.
Independence of the Administrative Board members
In accordance with ACCG Rule 53, conwert Immobilien Invest SE has specified the following guidelines for the independence of the Administrative Board members:
A member of the Administrative Board is considered to be independent when he/she has no business or personal relationship to the company or its Executive Board which constitutes a material conflict of interest and is therefore likely to influence the behaviour of the member. The Administrative Board should also adhere to the following guidelines when determining the criteria for evaluating the independence of its members: