Principles of remuneration for Executive Board members
The remuneration report contains the principles regarding the remuneration of Vossloh AG’s Executive Board members and specifies the amount and structure of the Executive Board members’ income. In addition, the report describes the principles and amount of Supervisory Board remuneration.
Principles of Executive Board remuneration
Purpose. The aim of the Executive Board remuneration system is the fair remuneration of Vossloh AG’s Executive Board members in accordance with their areas of activity and responsibility and in compliance with legal requirements.
Criteria for the appropriate remuneration of Executive Board members are based on each member’s function and individual performance, Vossloh AG’s economic situation, success and future prospects in addition to customary remuneration polices in view of the Company’s comparative environment, remuneration structure and their development over time.
Executive Board remuneration system: Vossloh AG‘s remuneration system for Executive Board members consists of three components – the basic remuneration, the annual bonus and the multiyear bonus. It breaks down as follows.
Basic remuneration is a fixed annual sum, based on the responsibilities of each Executive Board member and is to be paid in twelve equal monthly installments. It amounts to around 35 percent of the total target remuneration for the CEO and 40 percent of the total target remuneration for the other members of the Executive Board. In addition, Executive Board members receive noncash fringe benefits as payments in kind, which primarily relate to the private use of a company car. No separate remuneration was provided for services performed on behalf of subsidiaries.
Variable remuneration, which amounts to around 65 percent of total target remuneration for the CEO and 60 percent for the other members of the Executive Board at 100 percent target achievement, consists of an annual and a multiyear remuneration component. The performance targets for variable remuneration are determined annually by the Supervisory Board and consist primarily of financial performance indicators. In addition, one third of the multiyear bonus is based on the personal goals and tasks of the individual Executive Board members. All performance targets are forward-looking and are set by the Supervisory Board with target values at the beginning of each assessment period by means of target agreements with the members of the Executive Board.
The annual bonus is determined via annual performance targets and accounts for 40 percent of the total variable remuneration. The performance targets for the annual bonus in the 2018 fiscal year related to EBIT, revenue and the average working capital intensity of the Vossloh Group.
At 60 percent, the multiyear bonus accounts for the majority of the variable target remuneration and is dependent on the achievement of multiyear performance targets. Two-thirds of the performance targets for the multiyear bonus are based on financial performance indicators. For the multiyear bonuses promised for the 2018 fiscal year, these were average revenue growth and average ROCE. The remaining one-third of the multiyear bonus is based on the achievement of individual performance targets and tasks set by the Supervisory Board for the Executive Board members in annual target agreements.
The achievement of targets for the annual bonus and the financial performance indicators for the multiyear bonus are determined annually by the Supervisory Board on the basis of the approved consolidated financial statements. The target bonus is granted if the target is fully realized. The bonus increases or decreases in relation to the target bonus depending on the achievement of the defined target values. The annual bonus and the portion of the multiyear bonus based on financial performance indicators are limited to a maximum of 170 percent of the respective target bonus. The portion of the multiyear bonus based on individual objectives and tasks is limited to a maximum of 100 percent of the basic amount. With regard to the individual goals and tasks of the members of the Executive Board, the Supervisory Board determines whether the targets have been achieved at its discretion.
However, the Supervisory Board may use its discretion to set an extra bonus allocation for extraordinary performance and development.
Review and approval of Executive Board remuneration
In the previous year, the Supervisory Board carried out a market standards and system analysis of the remuneration of the Executive Board members of Vossloh AG with the assistance of an independent external compensation consultant. The review confirmed that Vossloh AG’s remuneration system meets the statutory requirements and that the total remuneration is appropriate and in line with market practice both in the horizontal (with comparable companies) and vertical comparison (differentiation between the members of the Executive Board from each other and from the downstream levels in the Company). Furthermore, the basis for calculating the variable remuneration and the payments in kind granted were also regarded as appropriate and customary within the market.
The applicable system for the remuneration of Executive Board members was approved by the Annual General Meeting on May 9, 2018, in accordance with Section 120 Para. 4 AktG.
Executive Board remuneration in the 2018 fiscal year
The following table depicts the remuneration for the Executive Board, assigned by name and in compliance with the recommendations of the German Corporate Governance Code. The benefits granted also include accrued amounts for variable remuneration components that will not be paid out until 2019 or 2020. Payments in kind cover private company car use in the amount recognized for tax purposes.
|Total||Annual variable remuneration||Multi-year variable |
|Benefits granted||2016 & 2017||2017 & 2018||2018 & 2019|
Hans M, Schabert
member of the
member of the
1 All values for Mr. Busemann in 2017 were calculated pro rata temporis.
* The granting of multiyear variable remuneration is dependent on the achievement of performance targets for the period in question. Target fulfillment is measured after the expiry of the multiyear period as defined in the contract. The benefits were calculated on the basis of the most likely value and recognized as a provision, provided the contract was still valid.
Supervisory Board remuneration
The table below shows the receipt of remuneration in the reporting year and the previous year in accordance with the recommendations of the German Corporate Governance Code. The paid amounts for the variable remuneration were allocated to the years in which they were received by the respective Executive Board member.
|Receipt in €||Fixed remuneration||Payments|
|Total||One-year variable remuneration||Multi-year variable |
|2015 & 2016||2016 & 2017**|
CEO since 4/1/2017
|Dr. h.c. Hans M, Schabert|
CEO until 3/31/2017
member of the Executive
Board since 3/1/2014
member of the Executive
Board since 5/1/2014
* Including the multiyear special bonuses received in each year.
** In the previous year, Dr. h.c. Schabert received annual variable remuneration comprising an amount of €56,250 for 2017 and multiyear variable remuneration for 2015 & 2016 comprising an amount of €304,037. These served to compensate claims from the years 2016 and 2017 at the time of his departure.
Entitlements in accordance with provisions from the German Commercial Code are as follows:
|€||Amount deferred for the fiscal year||Present value of pension obligation|
|Entitlements to defined |
member of the Executive Board
member of the Executive Board
|Dr. h.c. Hans M. Schabert|
CEO until 3/31/2017
Retirement benefits. The Executive Board members Oliver Schuster and Volker Schenk have been granted entitlements to defined retirement benefits in the form of pension payments upon reaching the retirement age of 63. Depending on the years of service on the Executive Board, annual pension benefits after a minimum three-year Executive Board membership amount to 1 percent per full year of service, or in the case of first time contract renewals 2 percent per further full year of service, up to a maximum of 40 percent of the pensionable annual basic remuneration. The additional provision for Executive Board members in the 2018 fiscal year amounted to €473,272 (previous year: €513,977). Upon the death of an active or former member of the Executive Board, the pension entitlement or the most recent pension paid to the surviving spouse is reduced to 60 percent. The CEO, Andreas Busemann, receives an annual amount of €50,000 for the establishment of a private pension, which is to be part of the fixed remuneration.
Commitments in the event of premature termination of duties
Commitments in the event of premature termination of duties. In the event of an agreed premature termination of the employment contract, the Executive Board contracts contain commitments to pay out their expected remuneration, unless the termination is based on a unilateral resignation by the Executive Board member without good cause or on a revocation of the appointment for good cause. However, the commitments are in any case limited to a maximum of two years’ remuneration (severance payment cap). No payment obligations are made in the event of an early termination of Executive Board duties due to a change of control.
Loans to Executive Board members. No advances or loans were granted to any Executive Board members of Vossloh AG in the 2018 fiscal year.
Remuneration to former Executive Board members of Vossloh AG and their surviving dependents. Remuneration in the form of pension payments to former members of the Executive Board and management as well as their surviving dependents totaled €1,172,861 (previous year: €1,133,332). These were pension payments. Current pension payments are subject to adjustment in relation to the collective pay trend in the metal and electrical industries of North Rhine-Westphalia. Pension obligations to former members of the Executive Board and management, as well as their surviving dependents, amounted to €21,256,507 (previous year: €19,310,583). Employer pension liability insurance policies totaling €10,459,305 (previous year: €10,624,485) are pledged in each beneficiary’s favor. The remaining amount of these pension obligations is covered by provisions.
Remuneration of the Supervisory Board
Supervisory Board remuneration in 2018. The remuneration of members of the Supervisory Board is to be determined by the Annual General Meeting and governed by the Company’s Articles of Incorporation. The remuneration system complies with German law and takes into account the responsibilities and scope of duties of Supervisory Board members.
In addition to reimbursement for their expenses, Supervisory Board members receive a fixed annual remuneration for duties performed of €40,000 (gross) to be paid after the conclusion of the fiscal year. The Supervisory Board Chairman receives three times and the vice-chairman one-and-a-half times the above fee. Membership in a committee is compensated by a premium of one quarter of the aforementioned remuneration amounts. The Audit Committee Chairman receives three times the additional Audit Committee membership fee. If the Supervisory Board Chairman is also a committee member, no additional fee is to be paid for their activities on the committee.
For the 2018 fiscal year, Supervisory Board members received a total remuneration of €435,833 (previous year: €420,000).
The table below depicts the amounts paid to each Supervisory Board member:
|Heinz Hermann Thiele (Chairman until 5/24/2017)||50,000|
|Dr.-Ing. Volker Kefer (Chairman since 5/24/2017)||120,000||80,000|
|Ulrich M. Harnacke (Deputy Chairman)||110,000||100,000|
|Prof. Dr. Anne Christine d’Arcy (since 5/9/2018)||33,333||-|
|Dr. Bernhard Düttmann (since 5/9/2018)||26,667||-|
|Andreas Kretschmann (since 8/30/2017)||40,000||16,667|
|Silvia Maisch (until 1/31/2017)||–||3,333|
|Dr.-Ing. Wolfgang Schlosser (until 5/9/2018)||20,833||40,000|
|Helmut Schwind (from 2/1/2017 to 7/3/2017)||–||20,000|
|Ursus Zinsli (until 5/9/2018)||25,000||50,000|
Consulting agreements. No consulting agreements with Supervisory Board members existed in the 2018 fiscal year.
Loans to Supervisory Board members. In the 2018 fiscal year, no advances or loans were granted to any Supervisory Board members.