The Supervisory Board decides on the remuneration framework and all remuneration components for the members of the Board of Management. Shareholders at the Annual Meeting approved the system in 2011. Total remuneration for the members of the Board of Management consists of the following components:
Criteria for the appropriateness of remuneration levels are, in particular, the responsibilities of the respective Board of Management member, his/her personal performance, and the financial position, performance and prospects of Deutsche Beteiligungs AG. To that end, the structure and level of schemes common to the private equity industry, which are required to attract and retain qualified key personnel, are considered.
Insofar as the members of the Board of Management receive emoluments for offices held in other companies, these are transferred to DBAG. A severance pay cap is provided for in the service contracts of all Board of Management members. The D&O (Directors and Officers) liability insurance which the Company has taken out contains a deductible for the Board of Management members. No advances or loans have been granted to Board of Management members.
COMPONENTS NOT LINKED TO PERFORMANCE consist of a fixed base salary paid on a monthly basis and non-cash emoluments. Non-cash emoluments largely pertain to the value based on applicable tax rules for the use of a company car. In financial year 2013/14, they amounted to T€572 for Mr Grede, T€572 for Dr Scheffels, and T€316 for Ms Zeidler.
The annual bonus represents the PERFORMANCE-RELATED REMUNERATION COMPONENT for the members of the Board of Management. It is linked to the personal performance of the Board members over the past financial year and can generally reach half the fixed base salary. Personal performance is determined by the Supervisory Board at its equitable discretion.
As a VARIABLE COMPONENT WITH LONG-TERM INCENTIVE EFFECTS, the members of the Board of Management are also awarded a bonus that is based on the Company’s performance over the reference period (the reporting year and the two prior financial years). The Supervisory Board determines the Company’s performance based on the return on net asset value. Eligibility for a bonus starts when the return at least amounts to the cost of equity (currently 8 percent); the maximum amount is reached at 20 percent.
In its meeting on 18 November 2014, the Executive Committee of the Supervisory Board discussed the amount of both variable income components for financial year 2013/14 and recommended them to the Supervisory Board. The Supervisory Board approved the recommendation and fixed the variable remuneration for the three members of the Board of Management at a total of T€1,154. Of that amount, T€710 are attributable to the performance-related component and represent the maximum amount possible for each member of the Board of Management. The variable income component with long-term incentive effects was fixed uniformly at approximately 63 percent of the maximum amount possible and totals T€444.
Allowing the investment team to share in the long-term performance of investments is standard procedure in the private equity industry. To that end, the focus is commonly not on the performance of a single investment. Rather, the profit effects of a pool of investments made over a specific investment period are considered. This procedure therefore also reflects downside developments. For that reason, the remuneration for the Board of Management members who are concurrently members of the investment team consists of further variable components. These allow the Board of Management members to participate in the investment performance of DBAG and therefore have a long-term incentive effect. In the past years, the design of these variable components was adapted in conformity with the changed practice in the private equity sector. Currently, there are two models in place that are orientated around the relevant investment period:
Performance-related components of this kind will no longer be awarded for co-investments entered into since 2007, i.e., the commencement of the investment period of DBAG Fund V, nor for those that will be made in the future. The members of the Board of Management, who are also members of the investment team, have since then been sharing in the performance of these investments through a private co-investment. This is detailed in note 38 to the consolidated financial statements “Information based on IAS 24, Carried interest investments by key management staff”.
The remuneration for current Board of Management members in financial year 2013/14 totalled T€3,992 (previous year: T€2,124) and is distributed over the individual components as follows:
|Component not linked to performance||Performance-related components||Components with long-term incentive effects||Total|
|Dr Rolf Scheffels||572||515||280||280||818||14||1,670||809|
Follow-on emoluments of former Board of Management members arising from performance-linked profit-sharing schemes for older investments (investments entered into up to 31 December 2000 and from 2001 to 2006) amount to a total of T€1,479.
Pension commitments to members of the Board of Management are based on two models. Commitments to Board of Management members initially appointed to the Board up to 1 January 2001 provide for defined annual pension benefits. Members appointed later to the Board participate in a contribution plan. This plan is also applicable to other staff of Deutsche Beteiligungs AG; it has been closed to employees exempt from collective agreements and members of the corporate bodies since the beginning of financial year 2004/05. Board of the Management members appointed for the first time to the Board since then do not receive pension benefits.
Pension arrangements for Torsten Grede provide for defined annual pension benefits; they amount to T€87. Dr Rolf Scheffels participates in a contribution plan: for each year of service, a one-time pension contribution is paid that is measured by a percentage of the total compensation paid for that year. The annual retirement benefit component amounts to 0.75 percent of total compensation, and six percent on those parts of the emoluments exceeding the income threshold set by the state pension plan, each multiplied by an age factor that decreases with increasing age. The annual contribution for Board of Management members is based solely on the fixed salary. The accrued pension capital for Dr Scheffels is capped at a contribution that corresponds to an annual pension entitlement of T€87. At 31 October 2014, the cap did not have an effect. The pension capital for Dr Scheffels at 31 October 2014 amounted to T€2,010 (previous year: T€1,419).
More information in the notes to the consolidated financial statements, note 30 “Pension obligations and plan assets”“
|Service cost||Present value of the defined benefit obligation|
|T€||2013/14||2012/13||31 Oct. 2014||31 Oct. 2013|
|Dr Rolf Scheffels||54||46||1,154||920|
This past financial year, the sum of T€842 (previous year: T€727) was paid to former Board of Management members or their surviving dependents. The present value of pension obligations to former Board of Management members or surviving dependents totalled T€23,266 at the end of the reporting period (previous year: T€20,020).
The remuneration for members of the Supervisory Board is determined by shareholders at the Annual Meeting. In financial year 2013/14, it was based for the first time on a resolution passed at the Annual Meeting on 26 March 2013 and consisted of two components: an annual fixed fee of T€50 and bonuses for the chairmanship, vice chairmanship and committee membership. In the preceding 2012/13 financial year, the annual fixed fee had amounted to T€30; the performance-related component contained in the former scheme did not fall due in 2012/13.
The Chairman of the Supervisory Board receives a maximum of twice the fixed fee, irrespective of his membership on various committees. The Vice Chairman of the Supervisory Board and the Chairman of the Audit committee receive a maximum of one and a half times the fixed fee. Membership on the Executive Committee is compensated by one quarter of the fixed fee.
Remuneration paid to members of the Supervisory Board totalled T€388 in financial year 2013/14 (previous year: T€233). It was distributed as follows:
The arrangements for the remuneration of the Supervisory Board are presented on the Internet at www.deutsche-beteiligung.de/ corporate-governance.
|Wilken von Hodenberg||50||0||50|
|Dr Hendrik Otto||50||0||50|
In financial year 2013/14, members of the Supervisory Board did not receive fees for consultancy services.
The share capital of Deutsche Beteiligungs AG amounted to 48,533,334.20 euros at the end of the reporting period on 31 October 2014. It is denominated into 13,676,359 no-par value registered shares. Arithmetically, the capital attributable to each share is approximately 3.55 euros. Various classes of shares do not exist. All shares carry the same rights and obligations. Except for any possible own shares on which the Company is not entitled to exercise rights, each no-par value share carries one vote. The right to vote begins when the shares are paid in full. Rights and obligations attached to the shares ensue from the statutory provisions, in particular §§ 12, 53a ff., 118 ff., and 186 German Stock Corporation Act (AktG).
In August 2012, the Company was notified in accordance with § 21 German Securities Trading Act (WpHG) that 25.04 percent of the voting rights and the share capital were held directly by Rossmann Beteiligungs GmbH, Burgwedel, Germany, and indirectly by Mr Dirk Rossmann, Germany. The voting rights held by Rossmann Beteiligungs GmbH are attributable to Mr Dirk Rossmann in accordance with § 22 (1) sentence 1 No. 1 of the German Securities Trading Act (WpHG). A decontrol agreement has existed between Deutsche Beteiligungs AG and Rossmann Beteiligungs GmbH since March 2013. According to the agreement, Rossmann Beteiligungs GmbH undertakes to exercise, for resolutions concerning the election or dismissal of Supervisory Board members, the voting rights attached to shares in DBAG attributable to the Rossmann group as a whole, now and in the future, within a scope of no more than 45 percent of the voting capital present at an Annual Meeting. The agreement is valid for a term of five years. The Board of Management knows of no other restrictions relating to voting rights or the vesting of shares.
In accordance with the Articles of Association of DBAG, the Board of Management consists of at least two individuals. Its actual number of members is determined by the Supervisory Board, which, pursuant to § 84 (1) German Stock Corporation Act (Aktiengesetz – AktG), appoints the members of the Board of Management for a maximum period of five years. A reappointment or prolongation for a maximum period of five years is admissible. A simple majority of the votes cast is required for appointments of members to the Board of Management. In the event of an equality of votes, the Chairman of the Supervisory Board has the casting vote (§ 11 (4) of the Articles of Association). In accordance with the Articles of Association, the Supervisory Board may exempt all or individual members of the Board of Management, in general or in individual cases, from the restrictions in § 181 German Civil Code (Bürgerliches Gesetzbuch – BGB). To date, no use has been made of these provisions. Based on § 84 (3) German Stock Corporation Act, the revocation of an appointment is only admissible for reasonable cause.
Amendments to the Articles of Association may be adopted pursuant to the provisions of §§ 179, 133 of the German Stock Corporation Act (AktG) and to § 5 (3) and (4) and § 17 of the Articles of Association. The Articles of Association of DBAG make use of the option to deviate from the required majority as stipulated by law and provide for basically adopting resolutions at the Annual Meeting by a simple majority of votes and, insofar as a majority of the share capital is required, by a simple majority of the share capital, except where the law or the Articles of Association determine otherwise. The Supervisory Board may adopt amendments to the Articles of Association that relate merely to the wording.
At the Annual Meeting on 23 March 2011, the Board of Management was authorised, in accordance with § 71 (1) No. 8 German Stock Corporation Act (AktG), to purchase own shares of up to ten percent of the share capital up to and including 22 March 2016. The Board of Management may choose to acquire shares via the stock exchange or via a tender offer to all shareholders or an invitation to submit such a tender.
The Board of Management is authorised, subject to consent by the Supervisory Board, to resell own shares, for example, as consideration in conjunction with corporate acquisitions or mergers or acquisitions of investments in enterprises under suspension of shareholders’ pre-emptive rights in other ways than via the stock exchange or by a public offer to all shareholders.
Pursuant to the resolution adopted at the Annual Meeting on 24 March 2010, the Board of Management has been authorised, with the consent of the Supervisory Board, to raise the share capital until 23 March 2015 by up to a total of €24,266,665.33 (Authorised Capital 2010) through one or several issues of new registered no-par shares in exchange for cash and/or non-cash contributions. Shareholders shall principally be granted subscription rights. The Board of Management is, however, authorised to exclude shareholders’ pre-emptive rights in certain instances and within a certain capital range.
In conjunction with the authorisation adopted at the Annual Meeting on 24 March 2010 concerning the issuance of warrant-linked bonds and/or convertible bonds with the option of excluding shareholders’ pre-emptive rights in certain instances and within a certain capital range, the share capital of the Company may be conditionally raised by up to €24,266,665.33 euros through the issuance of 6,838,179 new registered shares to holders or creditors of warrantlinked bonds and/or convertible bonds who exercise their option or conversion rights or fulfil their conversion obligations (Conditional Capital 2010/I).
For details on the authorisations: www.deutsche-beteiligung.de/home-en Agenda for the Annual Meetings on 24 March 2010 and 23 March 2011
These authorisations are detailed in the respective resolutions passed at the Annual Meetings mentioned above. In the reporting year, the Board of Management did not make use of the authorisations.
The members of the Board of Management do not have a special right to terminate their service contracts in the event of a change of control at Deutsche Beteiligungs AG. In this event, they are also not entitled to severance payments based on compensation agreements.
The Corporate Governance Statement pursuant to § 289a HGB is permanently accessible at our website in section Investor Relations under Corporate Governance (www.deutsche-beteiligung.de/management-declaration). It contains the Declaration of Conformity to the German Corporate Governance Code in accordance with § 161 German Stock Corporation Act (Aktiengesetz – AktG), information on corporate governance practices and the responsibilities and processes of the Board of Management and the Supervisory Board. The Corporate Governance Statement and, in that context, the other statutory information on corporate governance are an integral part of the audited combined management report.