In the compensation report, CropEnergies discloses the level and structure of the compensation paid to the executive board (paragraph 4.2.5 of the Code) and the supervisory board (paragraph 5.4.6 of the Code). CropEnergies AG waives individualised disclosure of executive board and supervisory board compensation as the associated encroachment on privacy is out of reasonable proportion to the benefits. The shareholders of CropEnergies AG last passed a resolution not to disclose individualised information on executive board compensation for a period of five years, by a large majority, at the annual general meeting on 12 July 2016 (opting out). The decision to waive individualised disclosure of supervisory board and executive board compensation was reflected in the declaration of conformity.
The compensation of the executive board of CropEnergies AG is determined by the supervisory board and is reviewed at regular intervals. The compensation is oriented to the company's long-term performance and consists of
1. a fixed annual salary,
2. a variable annual compensation, depending on
a) the achievement of agreed targets and
b) the operating profit generated by the CropEnergies Group based on performance over several years. This is based in each case on the CropEnergies Group's average operating profit for the past three financial years.
3. non-monetary benefits mainly in the form of a company car for business and private use and contributions to social insurance, and
4. a company pension scheme, based on a percentage of the fixed annual salary
There are no share-based compensation components or stock option plans. The total compensation for the executive board is disclosed in the notes at item (35) "Related party transactions". The compensation of the supervisory board is set out in § 12 of the articles of association of CropEnergies AG. Each member of the supervisory board receives a fixed compensation of EUR 20,000, payable at the end of the financial year, and variable compensation at the rate of EUR 1,000 for each EUR 0.01, or part thereof, by which the dividend paid per share exceeds EUR 0.20, in addition to the reimbursement of their out-of-pocket expenses and the value-added tax they incur for their supervisory board activities. The chairman receives double and his deputy one-and-a-half times this compensation. The fixed compensation increases by 25% for each membership of a supervisory board committee; the rate of increase is 50% for the chairman of a committee. This presupposes that the relevant committee has convened in the financial year. The compensation for activities undertaken by the supervisory board members is disclosed in the notes at item (35) "Related party transactions".
Financial loss liability insurance
The company has taken out financial loss liability insurance with a deductible which incorporates cover for the activities of the members of the executive board and the supervisory board (D&O insurance). § 93 (2) AktG stipulates that the deductible for executive board members must amount to at least 10% of the loss up to at least the level of one-and-a-half times the fixed annual compensation. CropEnergies has agreed such a deductible with the members of the executive board. Regarding a deductible for supervisory board members, the German Corporate Governance Code recommends a similar ruling. CropEnergies complies with this recommendation.
Holdings of company shares by members of the executive board and supervisory board; reportable dealings in securities
No member of the executive board or the supervisory board holds shares of CropEnergies AG or related financial instruments directly or indirectly representing 1% or more of the share capital. Furthermore, the aggregate holdings of all executive board and supervisory board members are less than 1% of the shares issued by the company. Members of the executive board and the supervisory board did not disclose any reportable dealings in securities to CropEnergies AG in the 2016/17 financial year.
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