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Cherry AG — Remuneration Information 2022
Jun 8, 2022
730_cgr_2022-06-07_1dc2ef0c-b6fc-42cc-b917-5bd56e17d7f5.pdf
Remuneration Information
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Cherry AG
Munich
ISIN DE000A3CRRN9 / WKN A3CRRN
Compensation of the members of the Supervisory Board
The compensation of the members of the Supervisory Board is determined in Article 14 of the Articles of Association of Cherry AG. In accordance with section 113 (3) of the German Stock Corporation Act (Aktiengesetz), the Management Board and the Supervisory Board of Cherry AG have submitted the compensation system for the members of the Supervisory Board of the Company as well as the compensation resulting therefrom pursuant to Article 14 of the Articles of Association to the Annual General Meeting on 8 June 2022 under agenda item 7 for resolution. The Annual General Meeting of Cherry AG confirmed the compensation system and the compensation resulting therefrom pursuant to Article 14 of the Articles of Association on 8 June 2022 with an approval rate of 99.99% of the share capital represented at the time of the resolution.
Voting results of the Annual General Meeting of 8 June 2022 on agenda item 7 „Resolution on the compensation system and the compensation of the members of the Supervisory Board”
| Valid votes cast: | 18,929,929 | (= 77.90 % of the share capital) |
|---|---|---|
| thereof YES votes: | 18,928,060 | 99.99 % |
| thereof NO votes: | 1,869 | 0.01 % |
- CONVENIENCE TRANSLATION ONLY -
Compensation System for the members of the Supervisory Board of Cherry AG
I. Contribution of compensation to promoting the business strategy and to long-term development
The system for compensating the members of the Company's Supervisory Board is based on the statutory requirements and takes into account the Recommendations and Suggestions of the German Corporate Governance Code (DCGK).
The compensation of the members of the Supervisory Board is intended to be balanced overall and appropriately reflect their responsibility and tasks and the Company situation. The level of fixed annual compensation takes into account the specific role and responsibility of the members of the Company's Supervisory Board. At the same time, the compensation should make it sufficient appealing to take on a role as a member or Chair of the Supervisory Board or a committee in order to attract suitably qualified candidates to the Supervisory Board and to retain them. This is the condition for the best possible supervision of and advice to the Management Board, which in turn makes a major contribution to a successful business strategy and the long-term success of the Company.
In line with Recommendation G.18 of the German Corporate Governance Code (DCGK), the current compensation arrangements do not provide for success-based compensation, but for purely fixed compensation of the members of the Company's Supervisory Board. This way the Company's Supervisory Board can best independently advise and monitor the Management Board. The scope of the workload and liability risk of the members of the Company's Supervisory Board usually do not evolve in parallel with the business success of the enterprise or the earnings situation at the Company. Instead, often especially in tough times when variable compensation may decrease, particularly intensive advisory and supervision duties will be required of the members of the Company's Supervisory Board. Variable compensation components and financial or non-financial performance criteria are not provided for.
II. Compensation components
The compensation for Supervisory Board members consists of fixed compensation of EUR 45,000. The Company also reimburses the necessary expenses incurred by the Supervisory Board members in the exercise of their office and the statutory VAT due. In addition, the Supervisory Board members will be included in a directors and officers insurance policy of an appropriate amount for committee members maintained
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by the Supervisory Board in the Company's interest, if such exists. The greater time commitment of the Chair and Deputy Chair of the Supervisory Board and of the Chair and members of committees will be taken into account reasonably and also in line with Recommendation G.17 of the German Corporate Governance Code (DCGK). The Chair of the Supervisory Board will receive fixed compensation of EUR 90,000 and the Deputy Chair fixed compensation of EUR 67,500 for the Company fiscal year in question.
For their work on the Audit Committee of the Supervisory Board, the Chair of the Audit Committee will receive an additional EUR 25,000 and each other member of the Audit Committee EUR 12,500 for the Company fiscal year in question. The Chair of the Nomination Committee and the Chair of the Personnel and Compensation Committee will each receive additional annual fixed compensation of EUR 15,000. Each member of the Supervisory Board who is a member of the Personnel and Compensation Committee or Nomination Committee, but not the Chair, will receive additional annual fixed compensation of EUR 7,500,00.
The annual compensation is payable at the end of each fiscal year and is then due within the first six weeks of the new fiscal year. Members of the first Supervisory Board and Supervisory Board members who join the Supervisory Board, a committee or a certain role or leave the Supervisory Board, a committee or a certain role during the ongoing fiscal year, will receive one-twelfth of the relevant annual compensation portion for each month or part thereof of their membership or performance of their role.
III. Defining, implementing and reviewing the compensation system
The Supervisory Board members are appointed (subject to a different term in office being decided at the election by the General Meeting) until the end of the General Meeting which adopts a resolution on the formal approval of the actions of the members of the Supervisory Board for the fourth fiscal year after the start of the term in office. The fiscal year the term of office begins in is not included in this. Members of the Supervisory Board can be dismissed subject to the relevant statutory provisions. Each Supervisory Board member can resign from their office even without cause by written declaration to the Chair of the Supervisory Board or their deputy if the Chair has resigned, with one month's notice. The Chair of the Supervisory Board, or their deputy if the Chair has resigned, can reduce or waive the notice period.
The Supervisory Board's compensation is regularly reviewed, at least every four years, by the Management Board and Supervisory Board of the Company. To this end, a horizontal market comparison with Supervisory Board compensation at other companies can be compiled. The Company's Supervisory Board can be supported by an
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independent external compensation expert in doing this. In the case of major changes, but at least every four years, the compensation system and the compensation of members of the Supervisory Board will be presented to the General Meeting for a resolution. The General Meeting can confirm the existing system of Supervisory Board compensation or adopt a resolution to change it. Corresponding proposals for resolutions are submitted by the Management Board and by the Supervisory Board of the Company to the General Meeting pursuant to the legally stipulated division of powers, so that there is mutual monitoring of both bodies. The rules laid down in the Rules of Procedure for the Management Board and Supervisory Board on dealing with conflicts of interest will be complied with in the procedures for setting up, implementing and reviewing the compensation system. The decision on the final structure of the compensation system is made by the General Meeting. Thus, a system of mutual monitoring is already rooted in the statutory regulations.
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