The remuneration report describes the principles for determining the payments to the Management Board and the remuneration of the Supervisory Board of CA Immo International, and explains the relevant amounts and structure. It also indicates the number of shares owned by the members of the Management and Supervisory Boards. The remuneration of Management Board members at CA Immo International is determined by the remuneration and nomination committee.
Management Board
CA Immo International has three Management Board members at its head. The way in which they co-operate is specified in the company‘s internal rules of procedure and associated business assignment plan. Strategy, investment principles and corporate governance are the responsibility of the entire Management Board.
All the Management Board members have employment contracts exclusively with CA Immobilien Anlagen AG, under which they are also remunerated for their management positions with CA Immo International. These contracts were renegotiated last year with the remuneration committee, and the pro rata amount passed on for settlement by CA Immo International was defined. In keeping with the recommendations of the Code, the package for Management Board members comprises fixed and performance-related elements which reflect responsibility, the attainment of company targets and also the economic situation of CA Immo International.
Pro rata settlement of fixed salaries passed on from CA Immo to
CA Immo International will be managed as follows:
Dr. Bruno Ettenauer | 80% |
Ing. Gerhard Engelsberger | 20% |
Mag. Wolfhard Fromwald | 50% |
The performance-related remuneration at CA Immo International was redefined in the course of the IPO and applies with effect from the 2007 business year.
It is determined by the remuneration committee after the business year has ended. The amount is governed by the consolidated EBT of
CA Immo and CA Immo International. The members of the Management Board receive one per cent of the EBT as a performance bonus, paid by CA Immo. The payout is charged to CA Immo International pro rata the share of its EBT in the consolidated EBT. The members of the Management Board must invest a portion of the performance bonus in shares of the two companies‘, proportiona to their EBT figures. The retention period for the shares is one year. The performance bonus is certified by the auditor together with the consolidated EBT, and approved by resolution of the remuneration committee. This ruling applies until the end of the 2008 business year. There is no stock option plan at present.
Apart from the Management Board positions with CA Immo, no separate payment is made for accepting mandates in Group companies.
In addition to the statutory claims for severance pay, all Management Board members have pension fund agreements included in their employment contracts with CA Immo under which the company has undertaken to pay in certain fixed amounts annually. The associated expenditures are passed on to CA Immo International according to the key for fixed salaries. CA Immo International does not have any further-reaching obligations.
Supervisory Board
Following the IPO (October 2006) and the associated re-constitution of the Supervisory Board, the remuneration payments to the Supervisory Board arise for the first time in 2007.
In 2004, 2005 and 2006, no payments were made to members of the Supervisory Board for their services beyond the activities described above, in particular for consultancy and agency fees. Neither loans nor advances were provided to members of the Management or Supervisory Boards.
According to the requirements of the Code, the purchase or sale of
CA Immo International shares by members of the Management or Supervisory Boards is to be disclosed under directors‘ dealings. In the 2006 business year this applied to the purchase of a total of 10,000 shares by Mag. Wolfhard Fromwald At the end of 2006 a total of 10,000 shares were owned by members of the Management and Supervisory Boards.
CA Immo has taken out D & O liability insurance over with a sum insured of € 5 m for its executive bodies. It also encompasses the executive bodies of subsidiaries in which CA Immo holds a stake of at least 50%, including those of CA Immo International. The insurance contract does not provide for any excess.