Status: November 30, 2020
The compensation of the Management Board members is decided 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.
Until November 30, 2020, the employment contracts of the two Management Board members were structurally identical. With the change on the Management Board on December 1, 2020, Mr Tabler received an employment contract structured according to the new requirements of the Act Implementing the Second Shareholder Rights Directive (ARUG II). Dr. Ahlers will keep her existing contract, which was drawn up according to older guidelines, until the end of the term. The following sections refer to the situation until November 30, 2020 and therefore describe the contracts of Dr. Ahlers and Dr. Kölsch.
The compensation is always performance-oriented and consists of the following components:
- A fixed annual salary, which is paid in equal monthly instalments 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, consolidated earnings, net working capital and the share price over several 3-year periods. One such 3-year period was from December 2017 to November 2020 with payment in April 2021. Another 3-year period is from December 2019 to November 2022 with payment in April 2023. At the time of their issue, the share price-based components of the past 3-year tranche had an intrinsic value totalling EUR 69 thousand.
- Other compensation components existed in the form of a company car and a set of clothing for Dr. Kölsch and a company car for Dr. Ahlers. 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 include an explicit severance pay commitment in case a contract is terminated prematurely. Nor do they include any change-of-control clauses in case 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:
The compensation of the individual Management Board members is disclosed in the combined management report. Former members of the Management Board and the management of Adolf Ahlers GmbH and their survivors received total compensation of EUR 16 thousand (previous year: EUR 16 thousand) during the fiscal year 2019/20.
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 and is capped. The Chairman of the Supervisory Board receives three times the compensation, while the Deputy Chairman receives twice the compensation.
Value of the benefits granted for the fiscal year
The compensation of the individual Supervisory Board members is disclosed in the combined management report.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. In the reporting period, there were no contracts with Supervisory Board members to be approved by the Supervisory Board in accordance with section 114 of the German Stock Corporation Act (AktG).