Notes in accordance with the German Commercial Code (HGB)
37. COMPENSATION REPORT
The compensation report of Fresenius SE summarizes the principles applied for the determination of the compensation of the members of the Management Board of Fresenius SE and explains the amounts and structure of the Management Board compensation. The compensation report is based on the recommendations of the German Corporate Governance Code and also includes the disclosures in accordance with the German Commercial Code extended by the German Act on the Disclosure of Management Board Compensation.
COMPENSATION OF THE MANAGEMENT BOARD OF FRESENIUS SE
The personnel committee of the Supervisory Board determines the compensation of the Management Board. The personnel committee is composed of the Supervisory Board members Dr. Gerd Krick, Dr. Karl Schneider and Wilhelm Sachs.
The objective of the compensation system is to enable the members of the Management Board to participate in the development of the business relative to their duties and performance and the successes in managing the economic and the financial position of the Company taking into account its comparable environment.
The compensation of the Management Board is, as a whole, performance oriented and consisted of three elements in the fiscal year 2008:
- non-performance-related compensation (basic salary)
- performance-related compensation (variable bonus)
- components with long-term incentive effects (stock options)
Furthermore, three members of the Management Board had pension commitments in the reporting period.
The design of the individual components is based on the following criteria:
The non-performance-related compensation was paid in twelve monthly installments as basic salary in the fiscal year 2008. In addition, the members of the Management Board received additional benefits consisting mainly of insurance premiums, the private use of company cars, special payments such as rent supplements and reimbursement of certain other charges as well as contributions to pension and health insurance.
The performance-related compensation will also be granted for the fiscal year 2008 as a variable bonus. The amount of the bonus in each case depends on the achievement of the individual targets relating to the net income of the Fresenius Group and its segments. For the total performance-related compensation, the maximum achievable bonus is fixed.
For the fiscal years 2008 and 2007, the amount of cash payment of the Management Board of Fresenius SE consisted of the following:
|
Non-performance-related
compensation |
Performance-related compensation |
Cash compensation (without long-term incentive components) |
||||||
| Salary |
Other1) | Bonus | ||||||
| in thousand € | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 |
| Dr. Ulf M. Schneider | 800 | 800 | 39 | 41 | 1,165 | 952 | 2,004 | 1,793 |
| Rainer Baule | 425 | 425 | 40 | 38 | 900 | 801 | 1,365 | 1,264 |
|
Dr. Francesco De Meo (since January 1, 2008) |
425 |
|
18 |
|
490 |
|
933 |
|
| Andreas Gaddum (until December 31, 2007) |
|
325 |
|
86 | 501 |
|
912 | |
|
Dr. Jürgen Götz (since July 1, 2007) |
325 | 162 | 29 | 10 | 360 | 157 | 714 | 329 |
| Dr. Ben Lipps2) | 816 | 766 | 202 | 230 | 963 | 1,647 | 1,981 | 2,643 |
| Stephan Sturm | 425 | 425 | 84 | 86 | 850 | 701 | 1,359 | 1,212 |
| Dr. Ernst Wastler (since January 1, 2008) | 375 |
|
17 |
|
390 |
|
782 |
|
| Total | 3,591 | 2,903 | 429 | 491 | 5,118 | 4,759 | 9,138 | 8,153 |
| 1) |
Includes insurance premiums, private use of company cars, contributions to pension and health insurance as well as other benefits. |
| 2) | Dr. Ben Lipps receives his compensation only from Fresenius Medical Care, of which Fresenius SE held 35.80% of the total subscribed capital. As Dr. Ben Lipps is a member of the Management Board of Fresenius SE, his compensation has to be included in the compensation report of the Fresenius Group. |
In the fiscal year 2008, stock options based on the Fresenius SE Stock Option Plan 2008 and the Fresenius Medical Care AG & Co. KGaA Stock Option Plan 2006 were granted as components with long-term incentive effects. The principles of both plans are described in more detail in Note 34, Stock options.
