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Sixt SE — Remuneration Information 2021
Jul 1, 2021
397_cgr_2021-07-01_3b4f3a37-4612-4051-9c1d-af53932fa0f3.pdf
Remuneration Information
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- Convenience Translation -
Six SE
Remuneration of the members of the Supervisory Board
Pursuant to section 113 (3) sentences 1 and 2 of the German Stock Corporation Act (AktG), the Annual General Meeting of Sixt SE held on 25 May 2022 resolved under agenda item 9, with a majority of 99,4746 % of the valid votes cast, to regulate the remuneration of the members of the Supervisory Board as follows:
(1) The members of the Supervisory Board shall receive a fixed remuneration of EUR 75,000.00 for each full financial year of their membership on the Supervisory Board. For the chairman of the Supervisory Board, this fixed remuneration amounts to EUR 150,000.00. Where members of the Supervisory Board are also members of the audit committee, they shall receive, in addition to the remuneration as per above, a fixed remuneration of EUR 20,000.00 for each full financial year of membership of the audit committee; for the chairman of the audit committee, this additional remuneration shall be EUR 25,000.00. If the office as member and/or chairman of the Supervisory Board or the audit committee is shorter than a full financial year or if a financial year is shorter than a calendar year, the above remuneration shall be granted on a pro rata temporis basis, depending on the term of office as a Supervisory Board or audit committee member or its chairman. The remuneration shall be due for payment after the end of every financial year.
(2) In addition, the Company shall provide the Chairman of the Supervisory Board with a premium-segment company car, which is also available for private use, and shall assume all costs for this – also with regard to private use – in particular insurance, fuel and maintenance costs.
(3) Moreover, the members of the Supervisory Board shall be reimbursed for their expenses including payment of value-added tax on their remuneration and expenses.
(4) The Company may take out directors and officers liability insurance (D&O) on behalf of the members of the Supervisory Board at reasonable terms as are customary on the market.
The above new regulation on the remuneration of the members of the Supervisory Board shall apply for the first time – pro rata temporis for 2022 – from the beginning of 26 May 2022; up to and including 25 May 2022, the previous regulation on the remuneration of the members of the Supervisory Board shall apply – pro rata temporis for 2022. The above provision shall apply until it is amended by resolution of the Annual General Meeting.
- Convenience Translation -
The remuneration of the members of the Supervisory Board described above is based on the following remuneration system in accordance with sections 113 (3) sentence 3, 87a (1) sentence 2 of the German Stock Corporation Act (AktG):
The remuneration of the members of the Supervisory Board is structured as a purely fixed remuneration without variable components, which is in line with predominant market practices at listed companies in Germany. The Management Board and the Supervisory Board believe that a purely fixed remuneration of the members of the Supervisory Board is best suited to strengthen the independence of the Supervisory Board and to ensure that it fulfils its advisory and monitoring function irrespective of the Company's performance. The amount and structure of the remuneration of the Supervisory Board shall ensure that the Company remains able to recruit highly qualified candidates to fill positions on its Supervisory Board; the Supervisory Board remuneration thus contributes to promoting the Company's strategy and to developing the Company over the long term. Resolutions on the system for the remuneration of the members of the Supervisory Board are passed by the Annual General Meeting based on the proposal of the Management Board and the Supervisory Board. The remuneration of the members of the Supervisory Board is reviewed regularly, at least every four years, by the Management Board and the Supervisory Board to assess whether amount and structure are still in line with the market and reflect the responsibilities of the Supervisory Board and the situation of the Company in an appropriate manner. The purpose here is to appropriately adjust the previous remuneration to reflect the increased requirements and the time expenditure of the members of the Supervisory Board by raising the fixed remuneration and introducing an additional remuneration to compensate the increased workload of the members or the chairman of the audit committee. Its contents are otherwise unchanged. The remuneration and employment conditions of the employees were not and are not considered in the structure of the remuneration system for the members of the Supervisory Board, as the remuneration for members of the Supervisory Board is granted for an activity that is fundamentally different from the activity of employees due to the advisory and monitoring role of the Supervisory Board. Any conflicts of interest in the review of the remuneration system are counteracted by the legal separation of powers, as the decision-making power on the remuneration of the Supervisory Board is assigned to the Annual General Meeting, and the Management Board and Supervisory Board together submit a proposal for resolution to the Annual General Meeting. This means that a system of checks and balances is already anchored in the statutory provisions.
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