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technotrans SE — Remuneration Information 2024
Mar 19, 2024
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Remuneration Information
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technotrans
Remuneration Report 2023
including the independent auditor's report on the audit of the remuneration report pursuant to Section 162 (3) on the German Stock Corporation Act (AktG)
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Remuneration Report
Remuneration Report
The following Remuneration Report presents the principles behind the remuneration systems for Board of Management and Supervisory Board members of technotrans SE and describes the level and structure of the remuneration paid to members of governing bodies for the 2023 financial year. The content of the Remuneration Report is based in particular on the recommendations of the German Corporate Governance Code (GCGC) and the statutory requirements of the German Commercial Code (HGB) and German Stock Corporation Act (AktG).
Pursuant to Section 162 AktG, the company reports on the remuneration granted and paid to the members of the Board of Management and the Supervisory Board in the 2023 financial year. The principles applied from the remuneration systems for the 2023 financial year are also presented.
Further particulars of the remuneration of governing bodies of technotrans SE can be found in the Notes to the Consolidated Financial Statements and in the Notes section of the annual financial statements of technotrans SE.
The annual preparation of the Remuneration Report in accordance with Section 162 AktG is the responsibility of the Board of Management and the Supervisory Board. The Remuneration Report and the Independent Auditor's Report on the formal audit conducted can be accessed on the website of technotrans SE at https://www.technotrans.com/company/corporate-governance/remuneration-board-of-management-supervisory-board.
Remuneration of the Board of Management
Resolution of the Annual General Meeting
Pursuant to Section 120a (1) AktG in the version in force since January 1, 2020, after the entry into force of the Shareholder Rights Directive Implementation Act (ARUG II) dated December 12, 2019, the Annual General Meeting of a listed company is to decide on the approval of the remuneration system for the Board of Management members each time the system undergoes material changes, but at least every four years.
On February 2, 2021 the Supervisory Board resolved a new remuneration system for the Board of Management members that meets the requirements of ARUG II and takes account of the recommendations of GCGC. The Annual General Meeting on May 7, 2021 approved the remuneration system set out below pursuant to Section 120a (1) AktG, without modifications, by a vote of 83.18%.
At the Annual General Meeting on May 12, 2023 the Remuneration Report for the 2022 financial year prepared according to Section 162 AktG and formally audited was approved by a vote of 80.02%. No changes were made to the remuneration system and Remuneration Report.
Remuneration Report
Fundamentals of the Board of Management remuneration system
The aim of the remuneration system for the Board of Management agreed by the Supervisory Board of technotrans SE is to remunerate the individual Board of Management members appropriately in line with their duties and areas of responsibility and to reflect the performance of each Board of Management member as well as the success of the company as a whole. It seeks to incentivise a sustainable increase in the corporate value of technotrans SE and successful, performance-led corporate governance. It also aims to support attainment of the corporate targets through the defined parameters. The strategic goals of the Group constitute the basis on which the performance criteria for the variable remuneration are selected. The Supervisory Board derived the financial goals for the target agreements for the Board of Management from the main financial ratios for the Group. Group EBIT and return on capital employed (ROCE) from the IFRS Consolidated Financial Statements form the basis for the target agreements with the Board of Management. The target agreements are subdivided into short-term and long-term targets. There are also three short-term non-financial goals, each of which is defined based on the categories individual performance, collective performance and stakeholders/ESG (environmental, social, governance). By considering ESG criteria, sustainable corporate development is also assured in terms of environmental aspects and social matters. Pursuant to Section 162 (1) second sentence No. 1 AktG, remuneration is reported in the financial year in which the activity underlying the remuneration was performed in full.
The remuneration of the Board of Management members comprises the following elements:
- Fixed remuneration that is assessed for the full business year and is payable pro rata monthly,
- Variable, performance-related remuneration that comprises:
- a short-term, variable remuneration component (short term incentive – STI) that is linked to an EBIT target and is modified by attainment of individual, collective and ESG targets (environmental, social, responsible corporate governance criteria), and
- a long-term, variable remuneration component (long term incentive – LTI) based on an ROCE target, as well as
- fringe benefits, in particular a company car, accident and D&O insurance cover, as well as contributions to the personal pension plan (up to € 30,000.00 p.a.) of the individual Board of Management member.
The precise objectives for the individual Board of Management members for the short-term and long-term remuneration components are fixed on the basis of resolutions by the whole Supervisory Board in target agreements reached between the company, represented by the Supervisory Board Chair, and the respective Board of Management member.
For full target attainment, disregarding the fringe benefits the split between fixed remuneration and variable remuneration is 60:40. The split between short-term and long-term performance-related pay where targets are fully attained is the ratio of 45:55. Depending on the actual level of attainment of personal targets and the attainment of targets for financial ratios, there may be departures from these splits.
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Remuneration Report
The following aspects in particular were heeded in determining the composition of the target remuneration for the Board of Management:
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The fixed remuneration is a central component of Board of Management remuneration. Its level in each case reflects the areas of responsibility and duties of the individual Board of Management members. When the target remuneration is achieved and fringe benefits are taken into account, it should constitute more than half of all remuneration components.
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In the case of variable remuneration, which provides additional incentives that depend on the overall success of the company and rewards individual performance, the balance is skewed towards long-term performance-related pay in preference to short-term performance-related remuneration components. The aim here is to reinforce long-term sustainable corporate development. This also reflects the Group strategy for the coming years. The short-term performance-related remuneration components consider both the success of the company and individual targets of the recipient, for example by way of incentivising outstanding success in one-off projects. It is also possible to specify targets that support sustainability and ESG aspects.
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In addition to fixed remuneration and variable remuneration the Board of Management members receive fringe benefits that are of secondary monetary importance compared with the other remuneration components. They are granted independently of performance and are intended to usefully complement the other remuneration components.
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For the individual level of Board of Management remuneration, a differentiated view is taken for each Board of Management member depending on their task area and function.
| Target-remuneration for the financial year 2023 (remuneration component) | Michael Finger
Speaker of the Board of Man. | Peter Hirsch
Member of the Board of Man. | Robin Schaede
Member of the Board of Man. |
| --- | --- | --- | --- |
| Fixed remuneration | 330,000 € | 300,000 € | 300,000 € |
| Short-term-incentive (STI) | 100,000 € | 90,000 € | 90,000 € |
| Long-term-incentive (LTI) | 120,000 € | 110,000 € | 110,000 € |
| Retirement benefits (defined contribution plans) | 30,000 € | 30,000 € | 30,000 € |
| Total | 580,000 € | 530,000 € | 530,000 € |
The target remuneration shown includes the variable remuneration components with 100 % target attainment. The long-term variable remuneration component (LTI) refers here to the amount to be paid out in each case for the financial year upon attainment of the long-term financial interim target.
Pension scheme
The pension plan is part of the fixed remuneration and represents an important fundamental of corporate policy because it offers Board of Management members a corresponding level of income even in retirement; this increases the attractiveness of the company to potential Board of Management members. The retirement benefits for Board of Management members are provided under a defined
Remuneration Report
contribution plan. The expense of the defined contribution pension scheme for the Board of Management members amounted to € 90 thousand in the 2023 financial year (previous year: € 63 thousand).
Setting target attainment for variable remuneration
For the remuneration system of the Board of Management, two fundamentally distinct target-setting approaches are adopted:
- For the short-term variable remuneration (STI), the starting point is annual target-setting based on the EBIT amount in €. Every 1% above or below the target amount results in a 3% decrease/increase in the target amount with the result that a negative target difference of more than 33.33% means the remuneration component lapses altogether, and a positive target difference of more than 33.33% (equivalent to a doubling of the target amount) leads to no further increase in the remuneration component. The annually fixed personal targets, collective targets and ESG targets act as modifiers. Depending on how far these targets are deemed to have been attained, the target amount from the EBIT achieved is multiplied by 0.8 to 1.2. The targets are set annually between the Board of Management member and the Supervisory Board. Target attainment is established by the Supervisory Board after the end of the financial year, for example by reference to the financial ratios determined. The amount earned falls due and is payable at the end of the month in which the Supervisory Board approves the annual and Consolidated Financial Statements for the respective preceding year.
Calculation of short term incentive
| Target attainment | Degree of target attainment | Individual performance factor | Short term incentive (STI) |
|---|---|---|---|
| According to employment contract | EBIT | ||
| Deviation vs. target setting | |||
| Bandwith: +/- 33.3% | |||
| 0% to 200% | Degree of attainment of | ||
| - individual targets | |||
| - collective targets | |||
| - ESG-targets | |||
| 0.8 to 1.2 | Cash payment |
- Long-term variable remuneration is determined on the basis of a planning-oriented ROCE target. The ROCE target is set with a +/- range of 1.5% points. Attainment of the lower limit (-1.5% points ROCE compared with ROCE target) corresponds to falling short by -50%, and attainment of the upper limit (+1.5% ROCE compared with ROCE target) to exceeding the target by +50%. If the ROCE figure achieved is below this range, the remuneration component lapses, and if the range is exceeded there is no further increase in the remuneration component. The amount assessed from target attainment is payable after the relevant financial statements for the financial year in question have been established/approved. The Board of Management member is then to invest the paid-out amount in shares in the company within three months; these must be held for at least four years, after which they may then be freely sold in accordance with the statutory provisions. The company/Group does not share in the opportunities or risks from the development in value of the shares acquired by the individual Board of Management member.
Remuneration Report
Calculation of long term incentive
| Target attainment | Degree of target attainment | Long term incentive (LTI) |
|---|---|---|
| According to employment contract | ROCE | |
| Deviation vs. target corridor | ||
| Bandwidth: +/- 50% | ||
| 0% to 150% | Cash payment an obligation to invest in technotrans SE shares | |
| Lockout period: 4 years |
The performance criteria and set targets for 2023 as well as the level of target attainment are shown in the following table. This refers to the remuneration granted for the year 2023, which is paid out in the following year 2024. Payable at the end of the month in which the Supervisory Board approves the annual and Consolidated Financial Statements.
Remuneration Report
Presentation of the performance criteria for remuneration in the 2021 financial year
- Short term incentive (STI)
| performance criterion | targets 2022 | realized amount Year 2022 | level of achievement | |
|---|---|---|---|---|
| Michael Finger | EBIT-amount in k€ | 16,864 | 14,175 | 52 % |
| individual target | organization | partial achieved | ||
| collective target | team | achieved | Modifier 0,93 | |
| collective ESG-Target | sustainability | achieved | ||
| Peter Hirsch | EBIT-amount in k€ | 16,864 | 14,175 | 52 % |
| individual target | manufacturing | achieved | ||
| collective target | team | achieved | Modifier 1,0 | |
| collective ESG-Target | sustainability | achieved | ||
| Robin Schaede | EBIT-amount in k€ | 16,864 | 14,175 | 52 % |
| individual target | financial | achieved | ||
| collective target | team | achieved | Modifier 1,0 | |
| collective ESG-Target | sustainability | achieved |
- Long term incentive (LTI)
| performance criterion | targets 2023 | realized amount Year 2023 | level of achievement | |
|---|---|---|---|---|
| Michael Finger | ROCE in % | 14.2 % | 13.3 % | 70 % |
| Peter Hirsch | ROCE in % | 14.2 % | 13.3 % | 70 % |
| Robin Schaede | ROCE in % | 14.2 % | 13.3 % | 70 % |
Maximum remuneration
Taking all remuneration components into account, the Supervisory Board has specified a remuneration structure for each individual Board of Management member that reflects their specific duties. The maximum remuneration for Mr Finger is set at € 850 thousand and for Mr Hirsch / Mr Schaede at € 800 thousand each. This figure refers to the entitlements accrued during a calendar year, not to the payments actually made. If the cap is arithmetically exceeded, entitlements of the Board of Management member lapse (in whole or part) initially in respect of the short-term portion of the variable remuneration, and then if necessary in respect of the fixed remuneration. These amounts lapse without replacement, but only up to the point where the maximum remuneration is reached.
The maximum remuneration was not achieved for any Board of Management member in the 2023 financial year. The remuneration granted comprises all remuneration entitlements acquired by Board of Management members in 2023: the fixed remuneration, pension plan, other fringe benefits as well as the short-term and long-term variable remuneration, which is not paid out until the following year of 2024.
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Remuneration Report
Deferral periods and scope for clawback
As referred to above, deferral periods apply in respect of the sale of the shares acquired based on the long-term variable remuneration. The sale of these shares is only permissible after four years have elapsed.
In addition, the Board of Management employment contracts contain provisions under which, for material derelictions of duty, breaches of contractual obligations or breaches of material principles of action, remuneration granted but not yet paid out for the financial year in which the breach occurs may be reduced in part or whole to zero (penalty). In addition, there is contractual scope under which variable remuneration components (STI and LTI) that have already been paid out can be clawed back.
There is also scope for clawback if the variable remuneration was incorrectly calculated due to defective Consolidated Financial Statements and corrected, audited company financial statements indicate a different payout amount.
Share-based remuneration
As already indicated, remuneration components are not paid out in the form of shares. However the amount of long-term variable remuneration calculated according to the above principles and paid out must be – demonstrably – invested by the Board of Management member in question in shares in the company. These shares must be held by the Board of Management member for at least four years. The Board of Management member may thereafter dispose freely of the shares, subject to the statutory provisions. We refer in this connection to the further disclosures made in the Notes.
Under their contractual agreements the Board of Management members have undertaken to invest the amount paid out as the variable sustainability-oriented management bonus for the previous year of 2022 (net amount after deduction of taxes) in shares in technotrans SE. This remuneration component was paid out in 2023. Mr Finger received a bonus of € 95 thousand gross and acquired 1,850 shares in the value of € 51 thousand. Mr Hirsch received a management bonus of € 87 thousand and acquired 1,700 shares in the value of € 46 thousand. Mr Schaede received a management bonus of € 7 thousand and acquired 150 shares in the value of € 4 thousand.
Remuneration-based transactions and their termination
The Board of Management remuneration system is implemented through corresponding agreements with the individual Board of Management members in their employment contracts, in addition to the target agreements and the Supervisory Board's findings on attainment of the respective targets. For this purpose the fundamental term of the corresponding remuneration arrangements in the employment contracts corresponds to the term of the contracts or the term of office.
The contract with Mr Finger runs until December 31, 2023. The contract with Mr Finger was extended in the 2023 financial year until December 31, 2026. The contract with Mr Hirsch originally ran until December 31, 2025. The employment contract was terminated early by mutual agreement on March 11, 2024, with effect from April 30, 2024. The contract with Mr Schaede runs until November 30, 2025.
However it is possible to adjust the remuneration agreements by mutual agreement within the respective periods, for example to reflect changes in the law. There is also scope for terminating the employment contracts for cause.
Remuneration Report
The contracts do not envisage pension or early retirement arrangements under the current remuneration system.
Special arrangements for the termination of Board of Management mandates
The Board of Management employment contracts have fixed terms but may be terminated for cause. If the employment contract is ended by termination for cause, all entitlements to payment of variable remuneration lapse where they were not already due and payable at the time that termination takes effect. If appointment as a member of the Board of Management is revoked and the company does not give effective notice to terminate the contract for cause, the continuing entitlements for the remainder of the term are replaced with an entitlement to a one-off severance payment (severance payment cap). The severance payment amounts to no more than the total remuneration actually paid to the Board of Management member in the past financial year. Special arrangements apply in cases where the Board of Management member has not yet completed a full financial year in office or the remaining term of the Board of Management employment contract is less than one year.
Equally, special arrangements are agreed with the Board of Management members if the appointment is revoked due to illness or being prevented from carrying out duties due to other reasons.
The above special arrangements were not used in the 2023 financial year.
Determination of the remuneration system and individual remuneration of Board of Management members
The Board of Management remuneration system is determined by the Supervisory Board based on the proposal of the Personnel Committee. Equally, the features and level of the remuneration of individual Board of Management members are determined by the Supervisory Board – on the proposal of the Personnel Committee – in individual contracts with the Board of Management members and through target agreements.
The Supervisory Board reviews the remuneration system and individual contractual agreements on a regular basis. The Supervisory Board will call on remuneration consultants or legal advisors for support to the extent that it deems necessary.
Where conflicts of interest arise, they are to be disclosed in accordance with the fundamental requirements for the Board of Management and Supervisory Board. No such conflicts can currently be identified with regard to how the remuneration system, the individual Board of Management employment contracts and the target agreements are determined. The general supervisory duties of the Supervisory Board include reviewing any risks and responding where conflicts arise.
Granted remuneration of the Board of Management members
The members of the Board of Management received the following remuneration in the 2023 financial year (figures in €k):
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Remuneration Report
| Michael Finger | Peter Hirsch | Robin Schaede | Total | ||||
|---|---|---|---|---|---|---|---|
| Granted | Share | Granted | Share | Granted | Share | ||
| Fixed remuneration | 330 | 63 % | 300 | 63 % | 300 | 63 % | 930 |
| Short-term incentive (STI) | 49 | 9 % | 47 | 10 % | 47 | 10 % | 143 |
| Long-term incentive (LTI) | 84 | 16 % | 77 | 16 % | 77 | 16 % | 238 |
| Pension (defined contribution plans) | 30 | 6 % | 30 | 6 % | 30 | 6 % | 90 |
| Fringe benefits | 30 | 6 % | 19 | 4 % | 23 | 5 % | 72 |
| Total remuneration 2023 | 523 | 100 % | 473 | 100 % | 477 | 100 % | 1,473 |
| Total remuneration 2022 | 569 | 100 % | 500 | 100 % | 61 | 100 % | 1,130 |
| Total remuneration 2021 | 547 | 100 % | 456 | 100 % | 1,003 | ||
| Total remuneration 2020 | 231 | 100 % | 288 | 100 % | 519 | ||
| Total remuneration 2019 | 244 | 100 % | 244 | ||||
| Michael Finger | Peter Hirsch | Robin Schaede | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Paid | Share | Paid | Share | Paid | Share | ||
| Fixed remuneration | 330 | 55 % | 300 | 56 % | 300 | 81 % | 930 |
| Short-term incentive (STI) | 115 | 19 % | 102 | 19 % | 9 | 2 % | 226 |
| Long-term incentive (LTI) | 95 | 16 % | 87 | 16 % | 7 | 2 % | 189 |
| Pension (defined contribution plans) | 30 | 5 % | 30 | 6 % | 30 | 8 % | 90 |
| Fringe benefits | 30 | 5 % | 19 | 4 % | 23 | 6 % | 72 |
| Total remuneration paid in 2023 | 600 | 100 % | 538 | 100 % | 369 | 100 % | 1,507 |
Development of average remuneration of technotrans SE employees
| Financial Year | Group-EBIT | Average employee remunera- tion (paid) |
|---|---|---|
| 2023 | 14,175 | 51 |
| 2022 | 14,329 | 49 |
The basis of comparison is the average remuneration (paid) of technotrans SE employees in full-time employment. No further remuneration components (other than provision of a company car also available for private use, as well as accident and D&O insurance cover) were granted to the Board of Management members. The remuneration granted comprises the contractually agreed remuneration components that the Board of Management member acquired through their work performance in the 2023 financial year. Pursuant to Section 162 (1) second sentence No. 1 AktG, remuneration is reported in the financial year in which the activity underlying the remuneration was performed in full (interpretation 2 pursuant to IDW definition "IDW 2021, Questions and Answers: Preparation of a Remuneration Report pursuant to Section 162 AktG"). The personnel expenses reported in the Consolidated Financial Statements for Board of Management remuneration (including expense under IFRS 2) amount to € 1,634 thousand (previous year € 1,376 thousand) and differ from the remuneration granted as stated here due to application of IFRS 2. The remuneration paid comprises the remuneration paid out to the Board of Management in 2023, notwithstanding the year to which the work performance related.
Remuneration Report
Vertical comparison of Board of Management remuneration (granted), year on year
| Member of the Board of Management | 2023 compared | 2022 | 2022 compared | 2021 | 2021 compared | 2020 |
|---|---|---|---|---|---|---|
| Michael Finger | -8 % | 4 % | 137 % | |||
| Peter Hirsch | -5 % | 10 % | 58 % | |||
| Robin Schaede (since December 1, 2022) | 682 % | - | - | |||
| Dirk Engel (until July 31, 2021) | - | - | -22 % | |||
| Hendrik Niestert (until January 1, 2021) | - | - | -90 % | |||
| Development of Earnings | 2023 compared | 2022 | 2022 compared | 2021 | 2021 compared | 2020 |
| EBIT | -1 % | 30 % | 63 % | |||
| Average remuneration of full-time-employees 2023 compared 2022 2022 compared 2021 2021 compared 2020 | ||||||
| Employee of the company | 4 % | 0 % | 0 % |
The change for 2023 compared with 2022 for Robin Schaede is not meaningful because of his intrayear entry on December 1, 2022.
Clawback of variable remuneration
The option to claw back variable remuneration was not exercised in the 2023 financial year and up to the time of preparing the Remuneration Report.
Departures from the remuneration system of the Board of Management
There were no departures from the remuneration system of the Board of Management in the 2023 financial year.
Notes to the Consolidated Financial Statements and annual financial statements of technotrans SE
We refer to the explanations in the Notes to the Consolidated Financial Statements and annual financial statements of technotrans SE. The terms of the LTI satisfy the criteria of IFRS 2 on share-based payment transactions. The amounts recognised for such share-based payment transactions in the Consolidated Financial Statements are based on a mathematical model and are not comparable to the remuneration granted or paid as presented in this Remuneration Report for reasons that are specific to IFRS 2.
Remuneration of the Supervisory Board
Resolution of the Annual General Meeting
The remuneration arrangements for the members of the Supervisory Board of technotrans SE have been thoroughly revised on the basis of a corresponding resolution of the Annual General Meeting on May 20, 2020. The provisions of the amended German Corporate Governance Code 2019 and the requirements of ARUG II were also taken into account here. The arrangements on the remuneration of the Supervisory Board are set forth in Article 17 of the Articles of Association of technotrans SE. Pursuant to Section 113 (3) AktG in the version in force since January 1, 2020, the Annual General Meeting of a listed company must decide on the remuneration as well as the remuneration system for the
Remuneration Report
members of the Supervisory Board at least every four years. The Annual General Meeting on May 7, 2021 approved this remuneration system by a majority of 96.6 %, under agenda item 7.
Basic features, goals and components of the remuneration system for the Supervisory Board
The Supervisory Board of technotrans SE oversees and advises the Board of Management of the company and is closely involved in core operational and strategic matters of corporate governance. For it to act effectively as a governing body, the Supervisory Board needs to meet its adopted skills profile and composition objectives to the best possible degree. The Supervisory Board remuneration also plays a significant role in this. According to Principle 24 of the current German Corporate Governance Code, it should be commensurate with the duties of the Supervisory Board members and the situation of the company, while also ensuring that the Supervisory Board is attractive for suitable candidates. In light of this, at the proposal of the management the Annual General Meeting in 2020 resolved a thorough review of the Supervisory Board remuneration system by amending Article 17 of the Articles of Association.
In accordance with the suggestion of the current GCGC in item G.18 first sentence and taking up the recommendations of many investors and voting rights consultants, the Supervisory Board remuneration at technotrans SE consists exclusively of fixed remuneration. No variable remuneration is granted. However pursuant to Article 17 (5) of the Articles of Association the Annual General Meeting may resolve it, while setting a maximum remuneration for the Supervisory Board members.
Again following the recommendation in item G.17 of the current GCGC, the remuneration of the Supervisory Board members comprises basic remuneration combined with attendance fees and supplements for particular functions. This is in line with the function of the board as an independent advisory and supervisory body. This fixed remuneration guarantees the basis and incentive for the Supervisory Board to continuously supervise and perform its duties in the interests of the company, without making this dependent on external factors or specific economic developments of the technotrans Group.
Procedure for determining, reviewing and implementing the remuneration system
The Annual General Meeting will resolve the remuneration of the Supervisory Board members at least every four years on the proposal of the Board of Management and Supervisory Board pursuant to Section 113 (3) first sentence AktG as amended. The Annual General Meeting can then either merely confirm the remuneration of the Supervisory Board or amend the provisions of the Articles of Association on the Supervisory Board remuneration.
The remuneration of the Supervisory Board of technotrans SE is currently regulated by corresponding resolutions of the Annual General Meeting in 2021 in Article 17 of the Articles of Association.
Overview of the individual components of Supervisory Board remuneration
As described below, the remuneration of Supervisory Board members comprises basic remuneration and supplements for particular functions. This combination is intended to take appropriate consideration of the individual duties of the Supervisory Board members.
a. Basic remuneration
The annual basic remuneration for a Supervisory Board member is € 30,000.
Remuneration Report
b. Function supplements
The function supplements determined in the Articles of Association reflect the particular responsibility and increased amount of time required for individual functions, and simultaneously implements the recommendation in item G.17 of GCGC.
(1) Supervisory Board Chair and Deputy
The annual function supplement for the Supervisory Board Chair is 100 % and for the Deputy 50 % of the basic remuneration. This reflects the prominent position of the Supervisory Board Chair as the point of contact for the Board of Management. The Chair moreover has the specific task of coordinating the Supervisory Board's work. The Supervisory Board Chair is supported substantially in this by the Deputy.
(2) Committee members
The members of the Audit Committee receive a function supplement in the amount of € 7,500 in a reflection of the special function and duties of that committee. A function supplement of € 5,000 is envisaged for membership of other committees.
(3) Committee chairs
The committee chairs in each case receive double the amount that an ordinary committee member receives, in a reflection of the special duties their committee work entails.
c. Attendance fees
In addition to the remuneration described above, the Supervisory Board members receive attendance fees for Supervisory Board meetings in the amount of € 1,500 per meeting. Members of committees receive an attendance fee of € 500 for committee meetings. The committee chair receives € 1,000 for committee meetings. If a Supervisory Board member takes part in multiple meetings on one day, they are entitled to only one attendance fee.
No further remuneration components are granted.
Cap
The remuneration of members of the Supervisory Board currently comprises exclusively fixed components. There is consequently no need to specify a maximum total remuneration for the members of the Supervisory Board.
Due date
The remuneration is due and payable after the end of the Annual General Meeting that gives discharge of the Supervisory Board members for the respective preceding financial year (Article 17 (4) of Articles of Association).
Pro rata membership
Supervisory Board members who have belonged to the Supervisory Board for only part of the financial year receive the Supervisory Board remuneration pro rata temporis in accordance with their period of office (Article 17 (6) of the Articles of Association).
Reimbursement of expenses
The company reimburses members of the Supervisory Board for expenses incurred in the course of exercising their office as well as for any VAT due on the remuneration and reimbursed expenses (Article 17 (7) of Articles of Association).
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D&O insurance
An additional fringe benefits component is defrayal of the arithmetical per capita share of the third party financial loss insurance (D&O policy) taken out by the company, in which the Supervisory Board members are included (Section 17 (8) of Articles of Association).
Remuneration-based transactions
No remuneration-based transactions according to Section 87a (1) second sentence No. 8 AktG are concluded between the company and the members of the Supervisory Board.
Granted and paid remuneration of the Supervisory Board members in detail
Reemunerations granted to the members of the Supervisory Board in financial years 2023 and 2022
The members of the Supervisory Board received the following remuneration in the past financial year (figures in €k):
| Fixed remuneration *) | in % | functional allowances | 2023 | |||||
|---|---|---|---|---|---|---|---|---|
| in % | attendance fee | in % | Total | in % | ||||
| Peter Baumgartner (Chairman) | 60 | 27 % | 12 | 15 % | 11 | 17 % | 83 | 22 % |
| Dr. Gottfried H. Dutiné (Deputy Chairman) | 45 | 20 % | 10 | 12 % | 10 | 15 % | 65 | 17 % |
| Andrea Bauer | 30 | 13 % | 25 | 30 % | 14 | 21 % | 69 | 18 % |
| Sebastian Reppegather (until August 31, 23) | 20 | 9 % | 8 | 10 % | 6 | 9 % | 34 | 9 % |
| Florian Herger (since September 29,23) | 10 | 4 % | 4 | 5 % | 4 | 6 % | 18 | 5 % |
| Andre Peckruhn | 30 | 13 % | 13 | 16 % | 11 | 17 % | 54 | 14 % |
| Thorbjørn Ringkamp | 30 | 13 % | 10 | 12 % | 10 | 15 % | 50 | 13 % |
| total remuneration | 225 | 100 % | 82 | 100 % | 66 | 100 % | 373 | 100 % |
- granted remuneration without expendables
Remuneration Report
| Fixed remuneration *) | in % | functional allowances | 2022 | |||||
|---|---|---|---|---|---|---|---|---|
| in % | attendance fee | in % | Total | in % | ||||
| Peter Baumgartner (Chairman) | 60 | 27 % | 15 | 19 % | 8 | 16 % | 83 | 23 % |
| Dr. Gottfried H. Dutiné (Deputy Chairman) | 39 | 17 % | 10 | 13 % | 8 | 16 % | 57 | 16 % |
| Dr. Norbert Bröcker (Deputy Chair. until May 13, 22) | 19 | 8 % | 9 | 12 % | 4 | 8 % | 32 | 9 % |
| Andrea Bauer | 30 | 13 % | 20 | 26 % | 11 | 22 % | 61 | 17 % |
| Sebastian Reppegather (since May 13, 22) | 17 | 8 % | 7 | 9 % | 5 | 10 % | 29 | 8 % |
| Andre Peckruhn | 30 | 13 % | 9 | 12 % | 8 | 16 % | 47 | 13 % |
| Thorbjørn Ringkamp | 30 | 13 % | 8 | 10 % | 7 | 14 % | 45 | 13 % |
| total remuneration | 225 | 100 % | 78 | 100 % | 51 | 100 % | 354 | 100 % |
- granted remuneration without expendables
The Nomination Committee, consisting of Mr Baumgartner, Ms Bauer and Mr Dutiné, met on 21 September 2023. Mr Baumgartner and Dr Dutiné waived their function allowance of € 10 thousand and € 5 thousand.
Remuneration paid to the members of the Supervisory Board in the 2023 financial year
The members of the Supervisory Board received the following remuneration in the past financial year (figures in €k):
| Fixed remuneration | in % | Expendables | in % | Total | in % | |
|---|---|---|---|---|---|---|
| Peter Baumgartner (Chairman) | 83 | 23 % | 1 | 25 % | 84 | 23 % |
| Dr. Gottfried H. Dutiné (Deputy Chair.) | 57 | 16 % | 2 | 50 % | 59 | 16 % |
| Dr. Norbert Bröcker (Deputy Chair., until May 13, 22) | 32 | 9 % | 0 | 0 % | 32 | 9 % |
| Andrea Bauer | 61 | 17 % | 1 | 25 % | 62 | 17 % |
| Sebastian Reppegather (until August 31, 23) | 29 | 8 % | 0 | 0 % | 29 | 8 % |
| Andre Peckruhn | 47 | 13 % | 0 | 0 % | 47 | 13 % |
| Thorbjørn Ringkamp | 45 | 13 % | 0 | 0 % | 45 | 13 % |
| Total remuneration | 354 | 100 % | 4 | 100 % | 358 | 100 % |
Remuneration Report
Vertical comparison of Supervisory Board remuneration (granted), year on year (pursuant to Section 162 (1) No. 2 AktG)
| Member of the Supervisory Board | 2023 compared
2022 | 2022 compared
2021 | 2021 compared
2020 |
| --- | --- | --- | --- |
| Peter Baumgartner (Chairman) | 12% | 48% | n.a. |
| Dr. Gottfried H. Dutiné (Deputy Chairman) | 23% | 97% | n.a. |
| Dr. Norbert Bröcker (Deputy Chairman until May 13, 22) | n.a. | -56% | 22% |
| Andrea Bauer | 13% | -13% | 48% |
| Florian Herger (since September 29, 23) | n.a. | n.a. | n.a. |
| Sebastian Reppegather (until May 13, 22) | n.a. | n.a. | n.a. |
| Andre Peckruhn | 15% | 15% | 45% |
| Thorbjørn Ringkamp | 11% | 10% | 45% |
| Heinz Harling (until May 7, 22) | n.a. | n.a. | -47% |
| Dr. Wolfgang Höper (until May 7, 22) | n.a. | n.a. | -45% |
| Development of Earnings | | | |
| EBIT | -1% | 30% | 63% |
| Average remuneration of full-time-employees | | | |
| Employee of the company | 4% | 0% | 4% |
¹ No details because newly appointed to Supervisory Board in 2022 financial year.
Report on the audit of the Remuneration Report according to Section 162 (3) (AktG) by the independent auditor
To technotrans SE, Sassenberg
Audit opinion
We have formally audited the Remuneration Report of technotrans SE, Sassenberg, for the financial year from January 1 to December 31, 2023 to establish whether the Remuneration Report contains the disclosures according to Section 162 (1) and (2) AktG. In line with Section 162 (3) AktG, we have not audited the content of the Remuneration Report.
Remuneration Report
In our opinion, the disclosures according to Section 162 (1) and (2) AktG have in all material respects been made in the above-mentioned Remuneration Report. Our audit opinion does not extend to the content of the Remuneration Report.
Basis for the audit opinion
We conducted our audit of the Remuneration Report in accordance with Section 162 (3) AktG and the IDW Assurance Standard: Auditing of the Remuneration Report in Accordance with Section 162 (3) AktG (IDW PS 870). Our responsibilities under those requirements and that standard are further described in the "Responsibility of the public auditor" section of our auditor's report. As an audit firm we have applied the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QS 1). We have complied with our professional obligations under the German Public Auditors Order (WPO) and the professional code for public auditors/certified accountants, including the independence requirements.
Responsibilities of the executive directors and the Supervisory Board
The executive directors and the Supervisory Board are responsible for the preparation of the Remuneration Report, including the disclosures, in compliance with the requirements of Section 162 AktG. The executive directors are also responsible for the internal controls that they consider to be necessary to enable the preparation of a Remuneration Report, including the accompanying disclosures, that is free from material – intentional or unintentional – misrepresentations.
Responsibility of the public auditor
Our objective is to obtain reasonable assurance about whether the Remuneration Report contains the disclosures according to Section 162 (1) and (2) AktG in all material respects, and to express an audit opinion thereon in the form of a report.
We designed and conducted our audit such that we are able to establish the formal completeness of the Remuneration Report by comparing the disclosures made in the Remuneration Report with the disclosures required under Section 162 (1) and (2) AktG. In line with Section 162 (1) and (2) AktG, we have not audited the content accuracy of the disclosures, the content completeness of the individual disclosures or appropriate presentation of the Remuneration Report. Pursuant to Section 162 AktG, the company reports on the remuneration granted and paid to the members of the Board of Management and the Supervisory Board in the 2023 financial year. The principles applied from the remuneration systems for the 2023 financial year are also presented.
Further particulars of the remuneration of governing bodies of technotrans SE can be found in the Notes to the Consolidated Financial Statements and in the Notes section of the annual financial statements of technotrans SE.
The annual preparation of the Remuneration Report in accordance with Section 162 AktG is the responsibility of the Board of Management and the Supervisory Board. The Remuneration Report and the Independent Auditor's Report on the formal audit conducted can be accessed on the website of technotrans SE at https://www.technotrans.com/company/corporate-governance/remuneration-board-of-management-supervisory-board.
017
018
Remuneration Report
Osnabrück, March 19, 2024
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Dr Achim Lienau
Wirtschaftsprüfer
ppa. Philipp Bußmann
Wirtschaftsprüfer
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technotrans SE
Robert-Linnemann-Straße 17 · 48336 Sassenberg · Germany
T +49 (0)2583 301-1000 · F +49 (0)2583 301-1030
[email protected] · www.technotrans.com