Status: November 30, 2016
The compensation report is part of the combined management report of the Ahlers AG and the Group.
The compensation of the Management Board members is decided by the Supervisory Board and regularly reviewed for appropriateness by the Supervisory Board. The criteria taken into account in this review are the size, activity and economic situation of Ahlers AG, on the one hand, and the tasks of the respective Management Board member and his/ her personal contribution to the company’s performance, on the other hand. In the opinion of the Supervisory Board, the total compensation and its individual components are appropriate given the tasks and performance of the respective Management Board members and the financial situation of Ahlers AG. The Human Resources Committee prepares the Supervisory Board’s appointment decisions. It submits proposals to the Supervisory Board regarding the compensation, the compensation scheme and its regular review as well as the conclusion, amendment and termination of the employment contracts of the Management Board members. The employment contracts of all Management Board members are structurally identical.
The compensation is always performance-oriented and consists of the following components:
- A fixed annual salary, which is paid in monthly rates and regularly checked for appropriateness by the Supervisory Board.
- A profit-related bonus, which is a fixed percentage of the consolidated net income for the year.
- A target-related bonus, which depends on the achievement of certain targets set by the Supervisory Board. The amount depends on the degree to which the targets are reached.
- A long-term bonus oriented towards the company’s sustainable development whose amount is determined on the basis of the evolution of Group sales revenues, Group earnings, net working capital and the share price over several 3-year periods. One such 3-year period was from December 2012 to November 2015. The compensation was disbursed in April 2016. Another 3-year period runs from December 2014 to November 2017, with disbursement due in April 2018. At the time of their issue, the share price-based components of the still running second 3-year tranche had an intrinsic value totalling EUR 38 thousand.
- Other compensation components exist in the form of a company car and a set of clothing for Dr. Kölsch and a company flat at the head office for Dr. Ahlers until June 2016 and a company car since February 2016. No pension commitments for Management Board members exist, nor have any loans been granted to the latter.
- All compensation components including other components are capped for all Management Board members.
The Management Board contracts do not contain any explicit severance pay provisions that would apply in the event of premature termination of the contract, nor are there any change of control clauses that would take effect in the event of a takeover. No pension commitments were made to the incumbent members of the Management Board.
The total compensation of the Management Board broken down by components is shown below:
|in KEUR||Salary||Annual bonus*||Miscellaneous||Total|
|* composed of a profit-related, target-related and long-term oriented bonus. The long-term bonus is included at an amount of EUR 0 thousand (previous year: EUR 25 thousand).|
The 2011 Annual Shareholders’ Meeting decided not to report the compensation of the Management Board members individually in the notes to the separate and the consolidated financial statements for a period of five years. Starting in the fiscal year 2015/16, the compensation is reported individually.
Former members of the Management Board and the management of Adolf Ahlers GmbH and their survivors received total compensation of EUR 68 thousand (previous year: EUR 69 thousand) during fiscal 2015/16.
Supervisory Board compensation
The Supervisory Board compensation is governed by section 18 of the statutes. Similar to the Management Board compensation, the compensation for the Supervisory Board is also geared to the size and the economic situation of Ahlers AG as well as to the tasks of each individual member of the Supervisory Board. The compensation consists of a fixed and a variable component. The variable component is oriented towards the sustainable growth of the company. It is calculated as a fixed per-thousand fraction of the average consolidated net income of the past three years taking a defined threshold value into account, and is capped. Additional compensation is paid to the Chairperson and the Deputy Chairperson of the Supervisory Board as well as the Committee Chairpersons.
|in KEUR||Fixed compensation||Variable compensation||Total|
All expenses incurred by the Supervisory Board members in conjunction with their mandates as well as the value-added tax charged on their compensation are refunded. No loans are granted to members of the Supervisory Board. Von Ah & Partner AG, Zurich (Switzerland), in which Supervisory Board member and Audit Committee Chairwoman Prof. Dr. von Ah is a partner, provided tax consulting services to the Ahlers Group in fiscal 2015/16, for which an amount of EUR 16 thousand was invoiced. In accordance with section 114 of the German Stock Corporation Act (AktG), all benefits had previously been approved by the Supervisory Board.