Remuneration of Executive Board and Supervisory Board

The Supervisory Board draws up and approves the remuneration system in accordance with the statutory requirements and in the light of the recommendations and suggestions of the German Corporate Governance Code. The current remuneration system was approved by the Annual General Meeting on April 1, 2021.

The remuneration system for the Executive Board makes a material contribution to furthering and implementing the C.A.R.E.+ business strategy both in its entirety and with its individual components by creating incentives for sustained and value-oriented corporate development and taking into account the interests of the shareholders, customers, employees, business partners, environment, and society (stakeholders). The structure of the remuneration system and the actual remuneration awarded on the basis of this system give the members of the Executive Board an incentive to pursue and achieve the goals defined in the strategy and thus to work towards achieving sustainable and long-term growth of the company’s enterprise value.

The Supervisory Board appoints, advises and monitors the Executive Board in accordance with statutory requirements, the Articles of Association and the Bylaws. The Supervisory Board and the Executive Board work together closely for the benefit of the Company and for the sustained creation of value. The members of the Supervisory Board are entitled to reasonable remuneration based on the responsibilities and duties of the individual members of the Supervisory Board and the Company’s economic situation.

These requirements are reasonably and sufficiently reflected by the provisions in § 15 of the Articles of Association as the remuneration takes due account in terms of both structure and amount of the requirements arising from the specific duties of the members of the Supervisory Board and the time required by them to duly and properly perform these duties.

The fixed remuneration paid to individual Supervisory Board members is €85,000, in accordance with the Articles of Association. In addition, Supervisory Board members are reimbursed for cash expenses. The Chairman of the Supervisory Board receives two-and-a-half-times the amount, while his deputy, as laid out in § 12 (1) sentence 1 of the Articles of Association receives one-and-a-half times this amount. Members of the Presiding, Audit, Personnel and Finance Committees also receive additional compensation for their work in these committees. If a member of the Supervisory Board simultaneously holds several offices for which increased remuneration is granted, he or she shall only receive the remuneration for the highest-paying office.

The remuneration report summarizes the main elements of the remuneration system resolved by the Annual General Meeting, and explains in detail the structure and amount of the remuneration granted and owed to the members of the Executive Board and Supervisory Board in the past fiscal year. The remuneration report has been audited by the company’s auditors and given an audit opinion. The remuneration report is also published in the Annual Report and is submitted to the Annual General Meeting for approval on an annual basis.