Compensation system

Total remuneration of the Management Board
The Supervisory Board decides on and routinely reviews the remuneration system and the essential contract terms and conditions for the Management Board members. Total Management Board remuneration comprises a fixed monthly salary, a management bonus, and share-based payments, as well as fringe benefits and pension benefits. The Company does not provide an individualized disclosure of the remuneration out of respect for privacy protection. The Management Board and Supervisory Board agree that such a disclosure would not contribute to greater transparency in the form of additional information relevant to the capital market. By resolution of the Annual General Meeting of May 13, 2014, the Company is exempt from its legal obligation for individualized disclosure of Management Board remuneration for the period of five years.

Apart from pension commitments, insurance benefits, and compensation agreements in case of a change of control or as a consequence of a non-competition clause, no additional benefits have been promised to any Management Board member in case of the termination of employment according to contract, nor did any member of the Management Board receive benefits or corresponding commitments from third parties with regard to his position on the Management Board in the past fiscal year. The terms of share-based payments already promised may exceed the respective Management Board member’s employment period in the individual case.

Total remuneration of the Supervisory Board
The Supervisory Board’s remuneration is defined by Section 9 of the Articles of Incorporation. The Supervisory Board members’ remuneration is disclosed in summarized form, yet not individualized.

Managers´transactions

Persons who hold executive positions with an issuer of stock (for Elmos, the members of Management Board and Supervisory Board) and persons associated with them are obligated by law to disclose transactions involving the Company’s stock or debt instruments or financial instruments linked to the Company’s stock or debt instruments pursuant to Art. 19 (1) MAR (Market Abuse Regulation). Reportable securities transactions, so-called “managers’ transactions,” are announced immediately upon notification Europe-wide and released at www.elmos.com / here.

REMUNERATION OF THE MANAGEMENT BOARD FOR 2017

Fixed remuneration

 

 

Fixed remuneration1

-> 1,097 thousand Euro (2016: 1,101 thousand Euro)

Pension commitments

 

 

 

-> 370 thousand Euro (2016: 408 thousand Euro)

-> As payments to reinsurance policies in the amount
     of the plan contributions of a pension fund

 

Variable, performance-based remuneration

Criteria

 

 

-> Consolidated earnings before taxes

-> Personal, individual targets as agreed with the
     Supervisory Board

 

Management bonus

-> 924 thousand Euro (2016: 1,280 thousand Euro)


FORMER MANAGEMENT BOARD MEMBERS AND/OR THEIR SURVIVING  DEPENDENTS FOR 2017

Fixed remuneration

-> 209 thousand Euro (2016: 120 thousand Euro)

Management bonus

-> 186 thousand Euro (2016: 0 Euro)

Insurance premiums

-> 115 thousand Euro (2016: 113 thousand Euro)

Reimbursements from reinsurance policies

-> 204 thousand Euro (2016: 116 thousand Euro)

 

Financial statement disclosure of pension provisions

 

-> 1,477 thousand Euro (2016: 1,520 thousand Euro)

-> Covered in full by the time value of pension plan
    reinsurance policies

 


REMUNERATION OF THE SUPERVISORY BOARD FOR 2017

Fixed remuneration

 

 

Fixed remuneration1

-> 82 thousand Euro (2016: 87 thousand Euro)

Variable remuneration

 

Management bonus

-> 225 thousand Euro (2016: 218 thousand Euro)

Other remuneration rules

(Vice) Chairman of the Supervisory Board

-> Twice (1½ times) the amount of

    the fixed and variable remuneration2

Share-based

payment

 

-> 25% of the fixed remuneration and 50% of the
     variable remuneration is invested in Elmos
     shares with a 3-year holding period

 

1 Incl. fringe benefits, mainly expenses and disbursements
2 According to the recommendation of the GCGC