Investor Relations

Compensation report

In the compensation report CropEnergies discloses the level and structure of the compensation paid to the executive board (§ 4.2.5 of the Code) and the supervisory board (§ 5.4.7 of the Code). CropEnergies AG waives individualised disclosure of executive board and supervisory board compensation as the associated intervention in privacy is out of reasonable proportion to the benefits. The annual general meeting on 17 July 2007 passed a resolution not to disclose individualised information on executive board compensation for a period of five years by a large majority (opting out). The decision to waive individualised disclosure of supervisory board and executive board compensation was reflected in the declaration of compliance.

Executive board compensation

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. Beginning with the 2010/11 financial year, this is based 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,
  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.
Total compensation for the executive board for the 2010/11 financial year amounted to EUR 0.7 (0.6) million, with the fixed annual salary accounting for EUR 444 (444) thousand. The variable compensation was EUR 249 (147) thousand. EUR 43 (41) thousand was paid in the form of nonmonetary benefits and social insurance contributions.
Pension provisions for executive board members have been increased by EUR 194 (504) thousand.

Supervisory board compensation

The compensation of the supervisory board is set out in § 12 of the articles of association of CropEnergies AG. In accordance with the recommendations of the German Corporate Governance Code, members of the supervisory board also receive performance-related compensation, in addition to fixed compensation, at the rate of EUR 1,000 for each EUR 0.01 by which the dividend paid per share exceeds EUR 0.20. Chairmanship and membership of the supervisory board committees are compensated separately. In the past 2010/11 financial year, each member of the supervisory board received a fixed compensation of EUR 20 (20) thousand in addition to the reimbursement of their out-of-pocket expenses and the value-added tax they incurred for their supervisory board activities. The chairman received double and his deputy one-and-a-half times this compensation. The fixed compensation increased by 25% for each membership of a supervisory board committee; the rate of increase is 50% for the chairman of a committee. There was no variable compensation.
The compensation for the entire activities of the supervisory board members of CropEnergies AG amounted to EUR 170 (190) thousand for the 2010/11 financial year.

Financial loss liability insurance (D&O 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, which has been amended by the Act on the Appropriateness of Executive Board Compensation (VorstAG), stipulates that the deductible for executive board members must amount to at least 10% of the loss 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 implemented this recommendation with effect from 1 March 2010.

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