The overall structure and level of the remuneration paid to the Management Board are determined by the Supervisory Board, which currently comprises its chairman Dr Ottheinz Jung-Senssfelder, its vice-chairman Jochen Althoff, and Christian Schröder. Both the structure and amount of this remu- neration are reviewed regularly, most recently in the summer of 2007.
The total remuneration paid to the members of the Management Board is composed of a fixed an- nual salary, a guaranteed bonus, a variable year-end payment, and non-cash remuneration. The main criteria used to assess the appropriateness of remuneration are the functions and re- sponsibilities of the respective Management Board member, his or her personal performance and the financial situation, performance and prospects of Hypoport AG.
The variable year-end payment must be no more than the respective basic salary. The calculation of the year-end payment is based on the Company's EBIT figure as reported in its IFRS consolidated an- nual financial statements less €5 million. The year-end payment amounts to 5 per cent of this basis of calculation. The year-end payment is reduced by the guaranteed bonus already paid in the re- spective financial year. It falls due when the Supervisory Board adopts the single-entity annual fi- nancial statements and approves the consolidated annual financial statements of Hypoport AG. The members of the Management Board receive no remuneration for any directorships they hold at subsidiaries. The Management Board members' service contracts contain no agreements that would apply in the event of a change of control resulting from a takeover bid. No loans or advances had been granted as at 31 December 2009.
The employment contracts of all members of the Management Board include a non-competition clause that applies to the two years after the end of the contract. During the period that the non- competition clause applies, Hypoport AG must pay annual compensation equivalent to half of the average contractually agreed remuneration benefits regularly paid out over the previous three years. There are no service contracts between the Company or one of its subsidiaries and one or more members of the Management Board that include a provision for the payment of benefits at the end of employment.
38 Management Repor t Hypopor t A G annual r epor t for 2009
The Company bears the cost of maintaining a reasonable level of cover under a directors' and offi- cers' liability insurance policy for the members of the Management Board. No excess has been agreed. No pension payments, annuities or similar benefits have been agreed with any of the members of the Management Board.
The remuneration paid to the Management Board for 2009 totalled €751 thousand and was bro- ken down as follows:
*) The fixed remuneration includes the guaranteed bonus.
**) Thilo Wiegand was appointed as a further member of the Management Board of Hypoport AG with effect from 1 June 2008. The remuneration paid to the members of the Supervisory Board is stipulated in the Company's statutes and is determined by the Annual Shareholders' Meeting. It was last amended by a resolu- tion adopted by the Annual Shareholders' Meeting on 1 June 2007 and now consists of three com- ponents: an annual fixed remuneration, special remuneration for the chairman and vice-chairman of the Supervisory Board, and a performance-related element.
Pursuant to section 12 of the Company's statutes, the members of the Supervisory Board receive a fixed remuneration of €10,000 for every full financial year during which they serve on the Supervi- sory Board, plus reimbursement of their out-of-pocket expenses. In addition, the members of the Su- pervisory Board receive a variable remuneration equivalent to 0.1 per cent of any positive earnings before interest and tax (EBIT) as reported in the Company's IFRS consolidated annual financial state- ments, but in any event no more than €5,000, for every full financial year during which they serve on the Supervisory Board. Both the fixed and variable remuneration are payable at the end of the Annual Shareholders' Meeting that formally approves the acts of management for the previous fi- nancial year, unless the Annual Shareholders' Meeting decides otherwise. The chairman of the Super- visory Board receives double the amount of the fixed and variable remuneration, the vice-chairman one and a half times the amount.
Members of the Supervisory Board who have served for less than a full financial year receive pro rata fixed and variable remuneration in proportion to the period for which they have served on the Su- pervisory Board.
Fixed remuneration*) Variable remuneration Other remuneration Total remuneration
€’000 2009 2008 2009 2008 2009 2008 2009 2008
Prof. Dr. Thomas Kretschmar 180 166 0 0 4 3 184 169
Ronald Slabke 180 168 0 0 13 11 193 179
Marco Kisperth 180 166 0 0 2 2 182 168
Thilo Wiegand**) 180 92 0 0 12 7 192 99
39 Management Repor t Hypopor t A G annual r epor t for 2009
The Company reimburses all members of the Supervisory Board for any value-added tax paid in re- spect of their remuneration and out-of-pocket expenses. The Company bears the cost of maintain- ing a reasonable level of cover under a direc-tors' and officers' liability insurance policy for the members of the Supervisory Board. No excess has been agreed.
The remuneration paid to the Supervisory Board for 2009 totalled €52 thousand and was broken down as follows: