Compensation report
The compensation report of CompuGROUP presents the principles for establishing management and supervisory board compensation as well as the amounts and structure involved.
Compensation of the management board
Total compensation of members of the management board comprises results-independent and results-dependent components. Criteria for the reasonableness of the compensation are in particular the responsibilities of the particular management board member, his or her personal performance, and the economic situation of the enterprise. In addition, the success and future prospects of the enterprise in the appropriate field of comparison are important criteria in determining the compensation.
The components of the results-independent compensation are a fixed salary and fringe benefits, while the results-dependent compensation components consist of management bonus payments. The fixed salary, a base compensation independent of performance, is paid out monthly as salary. In addition, the members of the management board receive fringe benefits in the form of in-kind compensations, which consist essentially of use of a company car. The use of a company car is taxable due to its attribution as a component of compensation for each member of the management board. Loans or advances were not made to members of the management board during the reporting year. The amount of the results-dependent compensation component depends on individually agreed goals.
Benefits that would have to be paid upon termination of a management board member's employment were not promised to the members of the management board. No member of the management board received benefits or corresponding commitments from a third party in the past financial year in consideration of his or her activity as a member of the management board. There are no pension commitments to any of the members of the management board.
In addition to the fixed salary, the variable compensation components (management bonus) and the fringe benefits (consisting of the non-cash benefit of the use of a car), the following compensation agreements were entered into contractually with Prof. Dr Stefan F. Winter and Christian B. Teig:
A value appreciation bonus based on the share price performance was agreed with Prof. Dr Stefan F. Winter, which is paid in cash. The agreement took effect on 15 October 2008 and expires automatically without need for termination on 15 October 2011. Calculation of the share price change used for the bonus is determined using two contractually fixed calculation formulas for the corresponding time periods. The underlying minimum price for the starting stock exchange value calculation is EUR 11 per share. The target value for appreciation is a weighted share price in 2011. The possible bonus is derived as a cash value from 0.05 percent of the net of the two determined values, whereby a 15 percent minimum calendar year appreciation from the starting stock exchange value per year, in relation to each previous year, is used as a basis. No provision has been set aside for the value appreciation bonus as at 31 December 2009.
