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DES GB2013 E

DEUTSCHEEUROSHOPANNUALREPORT2013/GROUPMANAGEMENTREPORT 134 Remuneration report The remuneration rules of Deutsche EuroShop AG were last reviewed by the Supervisory Board in 2010 and amended to comply with the Gesetz zur Angemessenheit der Vorstandsvergütung (VorstAG – Ger- man Act on the Appropriateness of Executive Board Remuneration) and the Corporate Governance Code. REMUNERATION SYSTEM FOR THE EXECUTIVE BOARD Remuneration for the Executive Board is set by the Supervisory Board. The remuneration system provides for a non-performance-related basic annual remuneration component based on the individual Exec- utive Board member’s duties, a performance-related remuneration component and non-cash benefits in the form of a company car and contributions to a pension scheme. As a performance-related remuneration component, the bonus is dependent on the long-term performance of the company. It is based on the weighted average over the financial year and the two previous financial years. Group EBT (excluding valuation gains/losses) for the financial year is taken into account at a weighting of 60% in the basis of calculation, that of the previous financial year at 30% and that of the financial year before that at 10%. Mr Böge receives 0.5% of the calculation basis as a bonus and Mr Borkers receives 0.2%. with the amount of the bonus limited to 150% of the basic annual remuneration. The non-performance-related basic annual remuneration is €300,000 for Mr Böge and €168,000 for Mr Borkers. In addition, Mr Böge is expected to receive a bonus of €450,000 and Mr Borkers €231,000 for financial year 2013. The final amount of the bonus will only be avail- able after approval of the consolidated financial statements by the Supervisory Board; the bonus will be paid following approval. Should the results of operations and net assets of the Company dete- riorate during the term of the respective employment contracts to such an extent that further payment of this remuneration becomes unreasonable, the rules of section 87(2) of the AktG will apply. In such a case, the Supervisory Board decides at its own discretion on the extent to which remuneration will be reduced. In the event that the employment contract is terminated prematurely by the Company without any good cause, the members of the Execu- tive Board shall be entitled to a settlement in the amount of the annual remuneration outstanding up to the end of the agreed contractual term, but limited to an amount equivalent to a maximum of two annual remunerations (basic annual remuneration plus bonus). The annual remuneration amount is determined on the basis of the average annual remuneration for the previous financial year and the probable annual remuneration for the current financial. A long-term incentive (LTI) remuneration component was agreed for the first time in 2010. The amount of the LTI is based on the changes in the market capitalisation of Deutsche EuroShop AG between 1 July 2010 and 30 July 2015. Market capitalisation is calculated by multi- plying the share price by the number of Company shares issued. On 1 July 2010, according to information provided by the German stock exchange, market capitalisation stood at €983.5 million. If, over the five-year period, there is a positive change in market cap- italisation of up to €500 million, Mr Böge will receive 0.2% and Mr Borkers 0.025% of the change. For any change over and above this amount, Mr Böge will receive 0.1% and Mr Borkers 0.0125%. The LTI will be paid out to Mr Borkers in December 2015, and to Mr Böge in five equal annual instalments, the first being paid on 1 January 2016. In the event that the employment contract is terminated prematurely by the Company, any entitlements arising from the LTI until that date will be paid out prematurely. Between 1 July 2010 and 31 December 2013, the market capitalisa- tion of the Company rose to €1,717.1 million (end-2012: €1,706.8 mil- lion), an increase of €733.6 million against 1 July 2010 (end-2012: €723.3 million) The present value of the potential entitlement to the long-term incentive arising therefrom was €1.302 million at year-end (31 December 2012: €1.272 million). An allocation to the provision of €306,000 (2012: €305,000) was included for this purpose during the financial year. REMUNERATION OF THE EXECUTIVE BOARD 2013 The remuneration of the Executive Board totalled €1.237 million, which can be broken down as follows: Non-perfor- mance-related remuneration Performance- related remuneration Ancillary benefits Total Total Previous year Claus-Matthias Böge 300 447 80 827 829 Olaf Borkers 168 230 12 410 364 468 677 92 1,237 1,193 € THOUSAND

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