Remuneration of Management Board and Supervisory Board
The remuneration of the Management Board encompasses fixed and variable, performance- based salary components, as well as remuneration in kind. The assessment base for the variable salary component of the Management Board are the earnings after tax and the dividend amount that is distributed. In line with the stipulations contained in the Austrian Corporate Governance Code, a third salary component was integrated in the remuneration for the new Management Board member Thomas Fahnemann which is linked to the achievement of sustainable, long-term and multi-annual performance criteria. Based on the achievement of the targeted objectives, the bonus is subsequently determined for the past financial year and paid in three equal installments over a period of three years. If the pre-defined goals are not attained, no bonus is assigned to the variable remuneration category, or else the still unpaid share of the bonus is either reduced or completely cancelled. The variable remuneration components (the performance-based share and the third salary component) may not exceed more than 111% of the annual fixed remuneration.
In the 2010 financial year, the remuneration paid to the Management Board totalled TEUR 2,716 (previous year: TEUR 2,276), of which TEUR 1,540 (previous year: TEUR 1,231) consisted of variable salary components. A contractual agreement stipulating direct retirement benefits for the Chairman of the Management Board was concluded on his initial appointment to this position. For the other members of the Management Board, the Articles of Association prescribes pension plan reinsurance in the form of a defined contribution. In the case of termination of an employment contract, the respective member of the Management Board is entitled to severance payments in accordance with the Salaried Employees Act. No share options have been granted. A Directors and Officers (D&O) insurance has been taken out for the members of the Management Board and senior executives.
Remuneration of the Supervisory Board is governed in Section 15 of the Articles of Association. Accordingly, each member of the Supervisory Board receives an attendance fee for each session totalling EUR 120 as compensation for expenses, as well as a fixed annual fee amounting to EUR 4,360. Both fees are linked to the consumer price index (basis: CPI 2000, annual average 2004 = 108.1), therefore the fees for 2010 are slightly higher than the aforementioned amounts. The fixed annual fee is increased by 100% for the Chairman of the Supervisory Board and 50% for the Deputy Chairman. In addition to the fixed and attendance fees, the members of the Supervisory Board as a whole (excluding employee representatives) receive 0.15% of the earnings after tax as a performance-based profitsharing bonus, after the consolidated financial statements have been granted an unqualified opinion by the auditors. This profit-sharing bonus is divided among the Supervisory Board members so that each member receives an equal share, the Chairman an additional 100% of this share and the Deputy Chairman an additional 50%. Moreover, the performance-based component may not exceed 2.5 times the annual fixed fee (excluding attendance fees) for each Supervisory Board member.
The remuneration paid to the Management and Supervisory Boards is not disclosed separately for each member but for the board as a whole (pursuant to Rules 31 and 51). Publication of the individual remuneration is the personal decision of each member of the Management and Supervisory Boards and is therefore not disclosed.
