Management Board compensation
The Supervisory Board, based on the recommendations of the Personnel Committee, is
responsible for determining the overall compensation of the respective Management Board members. It
also regularly reviews the compensation system relating to the Management Board. The Personnel
Committee consists of Hans Werner Marx, Chairman of the Supervisory Board, as well as the
Supervisory Board members Dr. Rolf Gößler and Roland Frobel. Compensation for the members of the
Management Board of SIMONA AG is calculated on the basis of the size of the company, its commercial
and financial position, as well as the level and structure of compensation granted to Management
Board members of similar enterprises. In addition, the duties and the contribution of the
respective members of the Management Board are taken into account.
Management Board compensation is performancebased. It is comprised of a fixed
level of remuneration as well as a variable component in the form of a bonus. Both of the
aforementioned components are assessed on an annual basis. In addition, both components are subject
to thorough analyses in intervals of two to three years, based on a comparison with compensation
figures applicable to executive staff of similar enterprises. The most recent assessment was
conducted in 2009. The fixed component of compensation is paid as a salary on a monthly basis. In
addition, the members of the Management Board receive a bonus, the level of which is dependent on
attaining specific financial targets which are calculated on the basis of the company’s earnings
performance. Total compensation for the Management Board amounted to € 1,553 thousand (prev. year:
€ 1,296 thousand). Total compensation comprises € 1,034 thousand (prev. year: € 988 thousand) in
fixedlevel compensation and € 519 thousand (prev. year: € 308 thousand) in bonus payments. The
company does not grant loans to members of the Management Board. There are no share option plans or
other share-based compensation programmes in place for members of the Management Board.
The company’s Articles of Association contain no provisions that are non-compliant with those
set out in the German Stock Corporation Act as regards the conditions applicable to the appointment
or removal of Management Board members as well as amendments to the company’s Articles of
Association. In view of this, readers are asked to refer to the relevant statutory provisions set
out in Sections 84, 85, 133 and 179 of the German Stock Corporation Act (Aktiengesetz – AktG) for
further details.
Remuneration for the former members of the Management Board amounted to € 592 thousand
(previous year: € 853 thousand). Pension provisions for active and former members of the Management
Board were recognised to the full extent and amounted to € 7,756 thousand as at 31 December 2010
(previous year: € 8,507 thousand).
Supervisory Board compensation
Supervisory Board compensation is calculated according to the size of the company, as well as
the duties and responsibilities of the Supervisory Board members. The Chairman and the Deputy
Chairman as well as members involved in Committees receive supplementary compensation.
Members of the Supervisory Board receive a standard fixed level of compensation amounting to
€ 10,000. The Chairman of the Supervisory Board receives an amount equivalent to double the
standard level of compensation; the Deputy Chairman receives an amount equivalent to one and a half
times the standard level of compensation. Supervisory Board members who are engaged in Committee
work receive supplementary compensation of € 5,000. All expenses associated directly with a
position on the Supervisory Board, as well as sales tax, are reimbursed.
In addition to fixed compensation, the General Meeting shall be authorised to pass a
resolution on a variable component of compensation, payment of which shall be dependent on whether
specific corporate performance indicators have been met or exceeded. At the Annual General Meeting
of Shareholders on 25 June 2010 no such resolution for variable compensation components was passed
for the 2010 financial year.
Supervisory Board compensation for 2010 amounted to € 121 thousand (previous year: € 121
thousand). The company does not grant loans to members of the Supervisory Board. There are no share
option plans or other share-based compensation programmes in place for members of the Supervisory
Board.
Kirn, May 2011
SIMONA AG
Management and Supervisory Board