The remuneration system for the Supervisory Board is approved by the annual general meeting on the basis of a proposal submitted by the Supervisory Board and the Board of Management. The rules governing remuneration are laid down in Dürr AG’s Articles of Incorporation. In regular intervals of no more than four years, the Supervisory Board reviews whether the amount and structure of the remuneration are still consistent with market standards and aptly reflect the tasks of the Supervisory Board as well as the Company’s position. For this purpose, the Supervisory Board performs a horizontal market comparison. In doing so, it may seek the advice of an external independent expert.
Remuneration system for the Supervisory Board during the 2022 fiscal year
The market appropriateness of the remuneration system was confirmed in the 2022 fiscal year. Pursuant to the corresponding recommendation of the German Corporate Governance Code, the remuneration for the Supervisory Board consists exclusively of a fixed component that is not related to performance. The remuneration system for the members of the Supervisory Board, whose fixed remuneration has been slightly lowered and whose attendance fees have been slightly raised since 2022, was approved at the annual general meeting on May 13, 2022, in accordance with Section 113 (3) Sentences 1 and 2 of the German Stock Corporation Act (AktG) by a majority of 98.80% of the votes cast.
All Supervisory board related remuneration information can be accessed in the → Remuneration report in the 2022 annual report.
Change to the remuneration system for the Supervisory Board for the 2023 fiscal year
Given the ever-increasing importance of the Supervisory Board’s activities and its requirement to build particularly in-depth expertise in individual areas too, the Supervisory Board has created the opportunity to designate individual Supervisory Board members as experts. The role of these experts is to work more closely and comprehensively on the issues they have been assigned and to contribute their expertise to the Supervisory Board and its committees. Due to its special importance for the Supervisory Board’s activities, the area of sustainability (ESG – Environmental, Social, Governance) was identified as the first area to have such a designated expert. Thus, Dr. Anja Schuler was appointed sustainability expert, effective January 1, 2023.
Due to the additional time and workload involved, the Board of Management and the Supervisory Board deem it appropriate for such experts to receive additional remuneration. From January 1, 2023, these experts receive additional remuneration of 11,000 euros per year. Furthermore, the members of the Supervisory Board will be covered by a directors’ and officers’ liability insurance for board members and certain employees. The premium for this is paid by the company.
The change to the remuneration system for the Supervisory Board for the 2023 fiscal year was approved by a majority of 99.89% of the votes cast on May 12, 2023, in accordance with Section 113 (3) Sentences 1 and 2 of the German Stock Corporation Act.