Remuneration Information • Apr 1, 2023
Remuneration Information
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JOST Werke AG: Remuneration Report 2022 1 | Page
The Executive and Supervisory Boards of JOST Werke AG hereby report pursuant to Section 162 AktG on the remuneration granted and owed to the current and former members of the Executive and Supervisory Boards in the 2022 fiscal year.
Resolution on the approval of the remuneration report
On May 5, 2022, the General Meeting of JOST Werke AG approved the remuneration report for current and former members of the Executive Board and Supervisory Board of JOST Werke AG in the 2021 fiscal year prepared in accordance with Section 162 of the German Stock Corporation Act (AktG) with a majority of 91.4% of the share capital represented, in accordance with Section 120a (4) AktG. Based on this positive result, the Executive Board and Supervisory Board decided to retain the presentation format first applied in the previous year for the remuneration report for the 2022 fiscal year.
Application of the remuneration system in the 2022 fiscal year
Following its preparation by the Executive and Nomination Committee, pursuant to Sections 87 (1), 87a (1) AktG the Supervisory Board resolved a new remuneration system for the Executive Board in the 2021 fiscal year ("2021 remuneration system"). This was approved by the General Meeting on May 6, 2021.https://ir.jost-world.com/remuneration
The 2021 remuneration system approved by the General Meeting complies with the requirements of the German Act Transposing the Second Shareholder Rights Directive (ARUG II). It is likewise based on the recommendations of the German Corporate Governance Code, as amended on April 28, 2022, and complies with these recommendations except for certain exceptions which are explained in the company's declaration of compliance. →Declaration of compliance
The 2021 remuneration system was applied for the first time when extending the Executive Board contract of Dr. Christian Terlinde (CFO) and when concluding the new Executive Board contract of Dirk Hanenberg (COO) in 2022. The Executive Board employment contracts of Joachim Dürr (CEO) and Dr. Ralf Eichler were concluded in accordance with the remuneration system applicable in 2019 ("2019 remuneration system") and are grandfathered. As a result, the remuneration granted to them in the 2022 fiscal year was based on the 2019 remuneration system and thus deviates from the 2021 remuneration system. Dr. Terlinde was also granted individual remuneration components that were promised to him in previous fiscal years under the 2019 remuneration system applicable at the time. Any contract extensions or new Executive Board contracts are being adjusted to reflect the 2021 remuneration system. Details of the 2019 remuneration system can be found in the 2020 Annual Report. →Main features of the Executive Board remuneration system, 2020 Annual Report, p. 54 et seq.
Changes to the Executive Board in the 2022 fiscal year
Dirk Hanenberg was appointed as a member of the Executive Board of JOST Werke AG effective September 1, 2022. As COO, he has assumed responsibility for Quality, Logistics, Purchasing and Production.
During the 2022 fiscal year, Dr. Ralf Eichler (former COO) asked the company's Supervisory Board not to renew his Executive Board contract, which was scheduled to end on December 31, 2022. After handing over to Dirk Hanenberg as planned, Dr. Eichler resigned his Executive Board position at his own request effective October 31, 2022. Following the termination of his Executive Board activities, Dr. Eichler is entitled to advance salary payments until December 31, 2022, as well as short and longterm bonuses already granted as a result of his Executive Board activities in the 2021 and 2022 fiscal years that will be paid out in 2023 and 2024 in accordance with the 2019 remuneration system. There are no further entitlements.
The 2021 remuneration system is intended to support the implementation of JOST's corporate strategy. Both in overall terms and in terms of their individual aspects, they provide a significant contribution to the promotion and implementation of the company's corporate strategy, by establishing incentives for sustainable and value-driven corporate development while reflecting the needs of JOST's shareholders, customers, employees, business partners, the environment and society at large (stakeholders).
Each Executive Board member's overall remuneration consists of fixed, non-performance-related and variable, performance-related components. The fixed remuneration comprises the Executive Board member's fixed annual salary as well as fringe benefits (fixed remuneration). The variable, performance-related remuneration consists of a one-year component (short-term incentive – STI) and a multi-year component (long-term incentive – LTI). In order to strengthen the performance incentive aspect of the remuneration system, the target remuneration mainly consists of performance-related components. The long-term incentive component of the performance-related LTI component exceeds the short-term performance-related STI component. This more strongly rewards the achievement of the group's long-term strategic goals.
The Supervisory Board reviews the appropriateness of the remuneration components every year. For the purpose of an external comparison, the remuneration received by Executive Board members of similar companies is considered in order to assess the appropriateness of the remuneration provided and whether this is consistent with normal remuneration levels. In addition to the company's size and geographical position, this comparative context is influenced, in particular, by the industry in question. The Supervisory Board made a deliberate decision not to define a fixed and static peer group, as the Supervisory Board is of the opinion that making such a link with a specifically defined peer group may lead to inappropriate outcomes.
When assessing whether the remuneration is appropriate, the Supervisory Board also takes account of the circumstances within the company itself. In view of the significant differences within the group in terms of the remuneration structure, it has not undertaken a formal internal comparison of remuneration with a management group firmly defined for this purpose, but it has given consideration to the general remuneration practices within the company. The Supervisory Board's assessment of the appropriateness of the remuneration provided also considers the trend for the remuneration received by the workforce, defined as the average remuneration received by the group's employees in Germany.
In accordance with the 2019 remuneration system and the 2021 remuneration system, each Executive Board member receives a fixed annual salary which is paid out in twelve equal installments at the end of each calendar month.
Fringe benefits are additional components of this fixed remuneration. They include, for instance, a company car, enrollment in an accident insurance policy and a contribution to the Executive Board member's health and nursing insurance. Moreover, in addition to their fixed annual salary Executive Board members have the option for each full fiscal year of utilizing 20% of their fixed annual salary for a private pension scheme, by converting salary entitlements into pension entitlements. No other person entitlements exist.
The company also takes out an appropriate D&O insurance policy for the Executive Board members, to provide cover for a Executive Board member against risks arising from his work on behalf of the company. In accordance with Section 93 (2) AktG, the deductible agreed in this context is 10% of the loss up to at least the amount of one and a half times the fixed annual remuneration of the Executive Board member in question.
This fixed remuneration is intended to be competitive in the market environment in which JOST operates to enable it to recruit suitable and competent Executive Board candidates who will develop and successfully implement the group's strategy. It corresponds to 100% of the target remuneration for the non-performance-related components.
| In € thousands | Dirk Hanenberg | Dr. Ralf Eichler | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (COO) | (former COO) | ||||||||
| Joachim Dürr | Executive Board member | Dr. Christian Terlinde | Executive Board member | ||||||
| (CEO) | since: 09/01/2022 | (CFO) | until: 10/31/2022 | ||||||
| 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022* | ||
| Fixed remuneration | 620 | 724 | - | 150 | 415 | 475 | 415 | 358 | |
| Deferred | |||||||||
| compensation for | 124 | 145 | - | 30 | 83 | 95 | 83 | 72 | |
| pension scheme | |||||||||
| Fringe benefits | 6 | 5 | - | 7 | 6 | 5 | 12 | 7 | |
| Total (fixed | |||||||||
| components) | 750 | 874 | - | 187 | 504 | 575 | 510 | 437 |
Individualized fixed remuneration of current and former Executive Board members
* Proportionate amount until October 31, 2022. During the 2022 fiscal year, Dr. Ralf Eichler also continued to receive salary payments totaling €86 thousand and fringe benefits worth €1 thousand after the termination of his Executive Board activities.
Performance-related variable remuneration
The variable, performance-related remuneration components consist of a short-term incentive (STI) and a long-term incentive (LTI). In the 2019 remuneration system, the performance-related component is based on the group's adjusted EBITDA.
The adjusted EBITDA target to be achieved is set annually by the Supervisory Board. The Chairman of the Executive Board receives as an overall bonus (sum total of all performance-related components) 0.60% of the adjusted EBITDA actually achieved, while all other Executive Board members receive as an overall bonus 0.40% of the adjusted EBITDA actually achieved.
If adjusted EBITDA in any given fiscal year does not amount to at least 80% of the target set by the Supervisory Board, Executive Board members are not entitled to variable remuneration. Even if the agreed targets are met, the overall bonus is not disbursed in full in a single payment.
45% of this is paid as a short-term component (STI), with a term of one year. The STI is intended to provide an incentive for the successful fulfillment of the group's annual operational goals which underpin its long-term success. It will be paid out two weeks after the adoption of the audited consolidated financial statements for the past fiscal year.
The remaining 55% of the performance-related overall bonus will be converted into a long-term LTI component. Under the 2019 remuneration system, in accordance with their existing contracts the LTI component will be paid out in full to Joachim Dürr and Dr. Ralf Eichler if the adjusted group EBITDA in the following fiscal year at least matches the adjusted EBITDA in the assessment period. The 2019 remuneration system was not linked to the share price trend.
The Executive Board remuneration "granted" and "owed" in the 2022 fiscal year pursuant to Section 162 (1) sentence 2 no. 1 AktG comprises the STI component payments for the 2021 fiscal year – which were made two weeks after the adoption of the audited consolidated financial statements for 2021, in April 2022 – as well as the LTI component payments for the 2020 fiscal year which were likewise paid out in April 2022 under the 2019 remuneration system. On the basis of the definition applied here, these amounts are "owed" to the members of the Executive Board following the adoption of the audited consolidated financial statements in March 2022 and were actually received through the payment made in April 2022 and thus "granted" in the 2022 fiscal year.
According to the definition provided in Section 162 (1) sentence 2 no. 1 AktG, remuneration is
Based on this definition, the 2019 remuneration system is used for the following calculation of performance-related remuneration for all members of the Executive Board because Executive Board remuneration in the 2021 fiscal year was granted and owed in accordance with the contracts that were still applicable at the time.
| Fiscal year | Performance Threshold for criterion granting |
Target (100% target |
Threshold for max. granting |
Result | Target achievement |
|
|---|---|---|---|---|---|---|
| (80% target achievement) |
achievement) | (200% target achievement) |
||||
| Adjusted | 90 | 112 | 224 | 103 | ||
| 2020 | EBITDA | € million | € million | € million | € million | 92% |
| Adjusted | 91 | 113 | 227 | 133 | ||
| 2021 | EBITDA | € million | € million | € million | € million | 118% |
Calculation of payment of the STI component from the 2021 fiscal year
| Executive Board | Target amount (STI) 100% STI 2021 |
Target achievement | Amount paid out in 2022 (STI) |
|---|---|---|---|
| Joachim Dürr (CEO) | €306 thousand | 118% | €360 thousand |
| Dirk Hanenberg (COO) 1) | - | - | - |
| Dr. Christian Terlinde (CFO) | €204 thousand | 118% | €240 thousand |
| Dr. Ralf Eichler (former COO) | €204 thousand | 118% | €240 thousand |
1) Dirk Hanenberg was appointed to the Executive Board with effect from September 1, 2022. He is not entitled to any payouts from 2021.
Since the adjusted EBITDA achieved in the 2021 fiscal year exceeds the adjusted EBITDA in 2020, the Executive Board members were entitled to receive payment of the LTI component for the year 2020.
Calculation of payment of the LTI component from the 2020 fiscal year
| Executive Board | Target amount (LTI) 100% LTI 2020 |
Target achievement | Amount paid out in 2022 (LTI 2020) |
|---|---|---|---|
| Joachim Dürr (CEO) | €369 thousand | 92% | €339 thousand |
| Dirk Hanenberg (COO) 1) | - | - | - |
| Dr. Christian Terlinde (CFO) 2) | €246 thousand | 92% | - |
| Dr. Ralf Eichler (former COO) | €246 thousand | 92% | €226 thousand |
1) Dirk Hanenberg was appointed to the Executive Board with effect from September 1, 2022. He is not entitled to any payouts from 2020.
2) For Dr. Christian Terlinde, the LTI component from fiscal year 2020 will be paid out in fiscal year 2024. He was not entitled to any LTI payouts from fiscal year 2020 in fiscal year 2022.
STI/LTI for the 2023 (STI) or 2024/2027 (LTI) fiscal years, payable on the basis of the 2022 fiscal year
According to the interpretation of Section 162 (1) sentence 2 no. 1 AktG applied here, neither the STI nor the LTI which result from the achievement of the targets defined in the financial performance criteria in the 2022 fiscal year has been "granted," and nor is it "owed."
The STI and LTI resulting from the achievement of the targets defined in the performance criteria in the 2022 fiscal year have exclusively been presented in this remuneration report in order to voluntarily provide the greatest possible level of transparency. The remuneration components presented here are only granted and owed during the 2023 fiscal year (STI) and the 2024 (LTI) and 2027 (LTI) fiscal years.
At its meeting on November 16, 2021, the Supervisory Board defined the performance criteria relevant to the performance-related remuneration components for each individual Executive Board member in the 2022 fiscal year. The targets for the financial performance criteria are the same in both the 2019 and 2021 remuneration systems.
Target achievement for financial key performance indicators (according to the 2019 and 2021 remuneration systems)
| Fiscal year | Performance criterion |
Threshold for granting (80% target achievement) |
Target (100% target achievement) |
Threshold for max. granting (200% target achievement) |
Result | Target achievement |
|---|---|---|---|---|---|---|
| 2022 | Adjusted EBITDA |
105 € million |
131 € million |
262 € million |
154 € million |
118% |
At its meeting on November 16, 2021, the Supervisory Board also defined non-financial performance criteria that influence the performance-related Executive Board remuneration for the 2022 fiscal year in accordance with the 2021 remuneration system.
| Fiscal | ESG target | Results achieved | Target | |||||
|---|---|---|---|---|---|---|---|---|
| year | 2022 | achievement | ||||||
| 2022 | Implementing a group-wide reporting system for recording monthly carbon emissions data within JOST |
Developing, introducing and implementing a system for recording monthly carbon emissions as well as electricity, gas, oil, district heating and water consumption across the group. Incorporating non-financial performance indicators for carbon emissions, energy and water into the monthly management report to the Supervisory Board. |
100% |
In the 2022 fiscal year, the Executive Board employment contracts of Joachim Dürr and Dr. Ralf Eichler were grandfathered as they were concluded before the 2021 remuneration system was introduced and are therefore still aligned with the 2019 remuneration system.
The CEO Joachim Dürr receives as an overall bonus in fiscal year 2022 (sum total of all performancerelated components) 0.64% of the adjusted EBITDA actually achieved, while Dr. Ralf Eichler receives as an overall bonus 0.40% of the adjusted EBITDA actually achieved. According to the 2019 remuneration system, performance-related remuneration solely depends on the achievement of financial performance criteria.
Calculation of the STI component from fiscal year 2022 under the 2019 remuneration system
| Executive Board | Target amount (STI) 100% STI 2022 |
Target achievement | Amount paid out in 2023 (STI) |
|---|---|---|---|
| Joachim Dürr (CEO) | €377 thousand | 118% | €445 thousand |
| Dr. Ralf Eichler (departed | €236 thousand | 118% | €278 thousand |
| 10/31/2022) |
| Executive Board | Target amount (LTI) 100% LTI 2022 |
Target achievement | Amount paid out in 2024 (LTI) |
|---|---|---|---|
| Joachim Dürr (CEO) | €461 thousand | 118% | €544 thousand |
| Dr. Ralf Eichler (departed 10/31/2022) |
€288 thousand | 118% | €340 thousand |
The employment contracts of Executive Board members Dr. Christian Terlinde and Dirk Hanenberg applicable in fiscal year 2022 were concluded under the 2021 remuneration system. Performancerelated remuneration therefore depends on the achievement of financial and non-financial performance criteria.
The performance-related components of the remuneration of Dr. Christian Terlinde and Dirk Hanenberg in fiscal year 2022 are as follows: (i) 0.36% of the adjusted EBITDA actually achieved, provided that the adjusted EBITDA is at least 80% of the target set by the Supervisory Board for 2022; (ii) 0.04% of the adjusted EBITDA actually achieved, provided that a target level of at least 80% is achieved for the ESG targets (non-financial targets) set by the Supervisory Board.
| Executive Board | Target amount (STI) 100% STI 2022 |
Target achievement for non-financial key performance indicators |
Amount paid out in 2023 (STI) |
|
|---|---|---|---|---|
| Dirk Hanenberg (COO)* | €79 thousand | 118% | 100% | €93 thousand |
| Dr. Christian Terlinde (CFO) | €236 thousand | 118% | 100% | €278 thousand |
* Dirk Hanenberg was appointed to the Executive Board with effect from September 1, 2022, which is why he is entitled only to a proportionate amount of the STI component.
In accordance with the 2021 remuneration system, the LTI will be invested in phantom shares of the company. The volume-weighted average price of the shares of the company in XETRA trading on the Frankfurt Stock Exchange in the final 60 trading days of the base year serves as the purchase price for the investment. The LTI component from fiscal year 2022 will be paid out in fiscal year 2027.
Calculation of the LTI component from fiscal year 2022 under the 2021 remuneration system
| Executive Board |
Target amount (LTI) 100% LTI 2022 |
Target achievement for financial key performance indicators |
Target achievement for non-financial key performance indicators |
Number of phantom stocks allocated |
Allocation price |
Fair value at grant date |
|---|---|---|---|---|---|---|
| Dirk Hanenberg (COO) |
€96 thousand |
118% | 100% | 2,345 | €48.32 | €114 thousand |
| Dr. Christian Terlinde (CFO) |
€288 thousand |
118% | 100% | 7,034 | €48.32 | €340 thousand |
Remuneration of the Executive Board members granted and owed in fiscal year 2022
The following tables provide a breakdown of the remuneration components "granted" and "owed" in the 2022 fiscal year and in each case their relative proportion under Section 162 (1) no. 1 AktG for current and former members of the Executive Board. This table thus includes
Specifically this comprises, on the one hand, the fixed annual remuneration paid out in the fiscal year, the fringe benefits accruing in the fiscal year and the pension allowance paid out in the fiscal year as elements of the non-performance-related component and, on the other, the STI based on the 2021 fiscal year and the LTI based on the 2020 fiscal year, which were paid out in the 2022 fiscal year.
| Executive Board remuneration according to Section |
Joachim Dürr (CEO) |
Dirk Hanenberg (COO) |
(CFO) | Dr. Christian Terlinde 1) | Dr. Ralf Eichler 2) (former COO) Departed: 10/31/2022 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 162 AktG | Appointed: 2019 | Appointed: 09/01/2022 | Appointed: 2019 | Appointed: 2000 | ||||||||||||
| in € thousands | 2021 | % | 2022 | % | 2021 | % | 2022 | % | 2021 | % | 2022 | % | 2021 | % | 2022 | % |
| Fixed remuneration | 620 | 49 | 724 | 46 | - | - | 150 | 80 | 415 | 60 | 475 | 58 | 415 | 45 | 358 | 40 |
| Deferred compensation, pension scheme |
124 | 10 | 145 | 9 | - | - | 30 | 16 | 83 | 12 | 95 | 12 | 83 | 9 | 72 | 8 |
| Fringe benefits | 6 | 0 | 5 | 0 | - | - | 7 | 4 | 6 | 1 | 5 | 1 | 12 | 2 | 7 | 1 |
| Non-performance related component |
750 | 59 | 874 | 56 | - | - | 187 | 100 | 504 | 73 | 575 | 71 | 510 | 56 | 437 | 49 |
| One-year variable remuneration (STI) |
277 | 22 | 360 | 23 | - | - | - | - | 185 | 27 | 240 | 29 | 185 | 20 | 240 | 26 |
| Multi-year variable remuneration (LTI) |
249 | 19 | 339 | 22 | - | - | - | - | - | - | - | - | 222 | 24 | 226 | 25 |
| Performance related component |
526 | 41 | 699 | 44 | - | - | - | - | 185 | 27 | 240 | 29 | 407 | 44 | 466 | 51 |
| Total remuneration | 1,276 | 100 | 1,573 | 100 | - | - | 187 | 100 | 689 | 100 | 815 | 100 | 917 | 100 | 903 | 100 |
Remuneration granted and owed to current members of the Executive Board
1) For Dr. Christian Terlinde, the LTI component from fiscal year 2020 will be paid out in fiscal year 2024. He was not entitled to any LTI payouts from fiscal year 2020 in fiscal year 2022.
2) During the 2022 fiscal year, Dr. Ralf Eichler also continued to receive salary payments totaling €86 thousand and fringe benefits worth €1 thousand after the termination of his Executive Board activities.
The above table does not include the STI based on the 2022 fiscal year – which will only be owed in 2023 following the adoption of the 2022 consolidated financial statements and will be granted two weeks later – and the LTI for 2022, which will not be granted until 2024 or 2027. For further information, please see the voluntary disclosures made in the previous section "STI/LTI for the 2023 (STI) or 2024/2027 (LTI) fiscal years, payable on the basis of the 2022 fiscal year" and the section "Compliance with maximum remuneration."
In the 2019 and 2021 remuneration systems, the overall bonus granted (sum total of the performancerelated remuneration components) in the fiscal year in question may not exceed twice the fixed annual remuneration (cap). The timing of the related expense is relevant for this purpose, i.e. the fixed annual remuneration in 2022 and the STI/LTI based on the 2022 fiscal year which the Executive Board will not receive until the 2023 (STI) or 2024/2027 (LTI) fiscal years.
For the 2021 remuneration system, the Supervisory Board has also stipulated according to Section 87a (1) sentence 2 no. 1 AktG that the total remuneration components provided in any one fiscal year, for a given fiscal year, may not exceed €2.5m for the CEO and €1.7m for the other members of the Executive Board and – in view of the extended term of the LTI in the 2021 remuneration system and its link to the share price trend – has introduced a cap in terms of the benefits received.
The following table shows the maximum possible remuneration for current and former members of the Executive Board and compliance with it.
| Benefits granted | Joachim Dürr (CEO) Appointed: 2019 |
Dirk Hanenberg (COO) Appointed: 09/01/2022 |
Dr. Christian Terlinde (CFO) Appointed: 2019 |
Dr. Ralf Eichler (former COO) Departed: 10/31/2022 Appointed: 2000 |
|||||
|---|---|---|---|---|---|---|---|---|---|
| in € thousands | 2022 | Max. | 2022 | Max. | 2022 | Max. | 2022 | Max. | |
| Fixed remuneration | 724 | 724 | 150 | 150 | 475 | 475 | 358 | 358 | |
| Deferred compensation, pension scheme |
145 | 145 | 30 | 30 | 95 | 95 | 72 | 72 | |
| Fringe benefits | 5 | 5 | 7 | 7 | 5 | 5 | 7 | 7 | |
| Non-performance related component |
874 | 874 | 187 | 187 | 575 | 575 | 437 | 437 | |
| One-year variable remuneration (STI) |
445 | 652 | 93 | 135 | 278 | 428 | 278 | 387 | |
| Multi-year variable remuneration (LTI) |
544 | 796 | 113 | 165 | 340 | 422 | 340 | 473 | |
| Performance related component |
989 | 1,448 | 206 | 300 | 618 | 950 | 618 | 860 | |
| Total remuneration | 1,863 | 2,322 | 393 | 487 | 1,193 | 1,525 | 1,055 | 1,297 |
Compliance with maximum Executive Board remuneration in fiscal year 2022
For the calculation of the STI and LTI components relevant in this context, please see the above section entitled "STI/LTI for the 2023 (STI) or 2024/2027 (LTI) fiscal years, payable on the basis of the 2022 fiscal year"
In the past fiscal year, no member of the Executive Board was promised or granted benefits from third parties in relation to their service as an Executive Board member.
Executive Board members do not receive any remuneration for seats which they hold on supervisory boards within the JOST Werke Group.
The 2021 remuneration system includes provisions that grant the Supervisory Board the right to compliance and performance clawbacks. The Supervisory Board did not make use of this option.
The remuneration system of the Supervisory Board, which is governed by Article 15 of the Articles of Association, was confirmed and approved without changes by the General Meeting on May 5, 2022.
In accordance with Article 15 of the Articles of Association, each Supervisory Board member receives fixed annual remuneration of €50 thousand, payable after the end of the fiscal year. The company thus follows the suggestion contained in G.18 GCGC 2022. Pursuant to recommendation G.17 GCGC 2022, the remuneration system also takes into account a member's status as Chair or Deputy Chair of the Supervisory Board as well as membership of a committee: The Chair of the Supervisory Board receives three times the fixed remuneration and therefore €150 thousand, and his or her Deputy receives one and a half times and therefore €75 thousand.
For service on a committee, the Chair of the committee in question receives an additional €20 thousand and every other member of the committee an additional €10 thousand. Members are not entitled to a separate attendance allowance.
Supervisory Board members who only have a seat on the Supervisory Board or serve as Chair for part of a fiscal year receive appropriate pro-rated compensation.
Furthermore, JOST Werke AG reimburses Supervisory Board members the expenses incurred in performing their duties as required by Section 670 BGB.
The following table provides a breakdown of the remuneration "granted" and "owed" in the 2022 fiscal year and in each case its relative proportions under Section 162 (1) no. 1 AktG for current members of the Supervisory Board. The same definition of remuneration "granted" and "owed" is applied here as in the section "Remuneration of the Executive Board members granted and owed in fiscal year 2022."
| 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in € thousands | 2021 | ||||||||||||
| Fixed | |||||||||||||
| Fixed | remun | ||||||||||||
| Members of the | remune | Committee | eratio | Committee | |||||||||
| Supervisory Board | ration | % | work | % | Total | % | n | % | work | % | Total | % | |
| Manfred Wennemer (Chair: | |||||||||||||
| Supervisory Board and | |||||||||||||
| Nomination Committee) | 146 | 88 | 19 | 12 | 165 | 100 | 150 | 88 | 20 | 12 | 170 | 100 | |
| Prof. Dr. Bernd Gottschalk | |||||||||||||
| (Deputy Chair) | 73 | 88 | 10 | 12 | 83 | 100 | 75 | 88 | 10 | 12 | 85 | 100 | |
| Jürgen Schaubel | |||||||||||||
| (Audit Committee Chair) | 49 | 72 | 19 | 28 | 68 | 100 | 50 | 71 | 20 | 29 | 70 | 100 | |
| Natalie Hayday | 49 | 83 | 10 | 17 | 59 | 100 | 50 | 83 | 10 | 17 | 60 | 100 | |
| Rolf Lutz | 49 | 83 | 10 | 17 | 59 | 100 | 50 | 83 | 10 | 17 | 60 | 100 | |
| Klaus Sulzbach | 49 | 83 | 10 | 17 | 59 | 100 | 50 | 83 | 10 | 17 | 60 | 100 | |
| Total remuneration, | |||||||||||||
| Supervisory Board | 415 | 78 | 493 | 425 | 80 | 505 |
Remuneration granted and owed to the members of the Supervisory Board
Like the Executive Board, all members of the Supervisory Board voluntarily forewent 5% of their contractually agreed fixed remuneration in fiscal year 2020 in order to ease the strain on the company during the coronavirus pandemic and help reduce costs. This agreement was in place for the period of seven months in which short-time work was introduced at the company's German plants in 2020. Since the Supervisory Board remuneration is only granted upon expiry of the fiscal year, the fact that the Supervisory Board members voluntarily forewent remuneration in the 2020 fiscal year affects the remuneration granted and owed in the 2021 comparative year.
The following table compares the annual rate of change in the remuneration granted and owed to the current and former Executive and Supervisory Board members, within the meaning of Section 162 AktG, with the company's annual earnings trend and the annual trend for its employees' remuneration. A transitional arrangement provided for in ARUG II has been applied. The table below therefore presents the trend by comparison with the previous year; over the next few fiscal years, the period will thus gradually be extended until a five-year comparison period is reached.
The company's earnings trend has been calculated on the basis of the group's adjusted EBITDA, since the Supervisory Board has specified adjusted EBITDA as a key performance indicator for the Executive Board and this therefore has a significant impact on the amount of remuneration received by the Executive Board. In addition, as required by law the trend in earnings after tax for the parent company JOST Werke AG as a single entity is also presented. However, it should be noted here that JOST Werke AG is purely a holding company without its own operations. For this reason, the single entity's earnings trend is not a suitable indicator by which to measure the group's results of operations.
The average remuneration received by employees has been calculated on the basis of the employees of the German company. Employees' remuneration comprises personnel expenses for wages and salaries, fringe benefits, the employer's share of insurance contributions and any variable remuneration components which were paid in the respective fiscal year. For technical reasons, the table only includes employees and trainees who were employed by JOST in the period from January 1 to December 31 in a given fiscal year, i.e. for the entire calendar year.
| 2021 vs. 2020 | 2022 vs. 2021 | |
|---|---|---|
| (Change in %) | (Change in %) | |
| Current Executive Board members | ||
| Joachim Dürr (appointed 01/01/2019) | 40% | 23% |
| Dirk Hanenberg (appointed 09/01/2022) | - | 100% |
| Dr. Christian Terlinde (appointed 01/01/2019) | 5% | 18% |
| Dr. Ralf Eichler (appointed in 2000 – departed 10/31/2022) |
6% | -1% |
| Former Executive Board members | ||
| Lars Brorsen (departed 09/30/2019) | -45% | -100% |
| Christoph Hobo (departed 12/31/2018) | -100% | 0% |
| Current Supervisory Board members | ||
| Manfred Wennemer (Chair; departed 05/05/2022) | -3% | 3% |
| Dr. Stefan Sommer (Chair; appointed 05/05/2022) | - | - |
| Prof. Dr. Bernd Gottschalk (Deputy Chair) | -2% | 2% |
| Jürgen Schaubel | -3% | 3% |
| Natalie Hayday | -2% | 2% |
| Rolf Lutz | -2% | 2% |
| Klaus Sulzbach | -2% | 2% |
| Earnings trend | ||
| Adjusted EBITDA of the JOST Werke Group | 30% | 16% |
| Earnings after taxes of JOST Werke AG (single entity) | 34% | -29% |
| Ø employee remuneration in Germany (full-time equivalents) |
4% | 3% |
Comparison of the annual change in the respective remuneration and earnings trends
The Executive Board and the Supervisory Board of JOST Werke SE
(at the balance sheet date operating under the name JOST Werke AG)
Neu-Isenburg, March 22, 2023
To JOST Werke SE, Neu-Isenburg
We have formally audited the remuneration report of the JOST Werke SE (formerly JOST Werke AG), Neu-Isenburg, for the financial year from 1 January to 31 December 2022 to determine whether the disclosures pursuant to § [Article] 162 Abs. [paragraphs] 1 and 2 AktG [Aktiengesetz: German Stock Corporation Act] have been made in the remuneration report. In accordance with § 162 Abs. 3 AktG, we have not audited the content of the remuneration report.
In our opinion, the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the accompanying remuneration report. Our opinion does not cover the content of the remuneration report.
We conducted our formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG and IDW [Institut der Wirtschaftsprüfer: Institute of Public Auditors in Germany] Auditing Standard: The formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG (IDW AuS 870). Our responsibility under that provision and that standard is further described in the "Auditor's Responsibilities" section of our auditor's report. As an audit firm, we have complied with the requirements of the IDW Quality Assurance Standard: Requirements to quality control for audit firms [IDW Qualitätssicherungsstandard - IDW QS 1]. We have complied with the professional duties pursuant to the Professional Code for German Public Auditors and German Chartered Auditors [Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer - BS WP/vBP], including the requirements for independence.
The management board and the supervisory board are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of § 162 AktG. They are also responsible for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.
Our objective is to obtain reasonable assurance about whether the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report and to express an opinion thereon in an auditor's report.
We planned and performed our audit to determine, through comparison of the disclosures made in the remuneration report with the disclosures required by § 162 Abs. 1 and 2 AktG, the formal completeness of the remuneration report. In accordance with § 162 Abs 3 AktG, we have not audited the accuracy of the disclosures, the completeness of the content of the individual disclosures, or the appropriate presentation of the remuneration report.
Frankfurt am Main, 22 March 2023
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft
Thomas Heck ppa. Samuel Artzt Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)
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