The Board of Management: Leadership & decision-making
The Board of Management, with the consent of the Supervisory Board, has established rules of procedure that lay down the fundamental principles of its internal structure, management and cooperation within the Board of Management. Within this framework, each Board member manages their department independently and regularly informs the rest of the Board about key developments. The Board of Management as a whole decides on matters of particular significance for the company or the Group. In addition to tasks that it is prohibited by law from delegating, these include all decisions that must be presented to the Supervisory Board for approval. The entire Board of Management also decides on matters brought forth by one member of the Board of Management for decision by the Board of Management as a whole. In making their decisions, the members of the Board of Management may not pursue personal interests or exploit business opportunities due to the company for their own benefit. They are required to disclose any conflicts of interest to the Supervisory Board without delay. The Board of Management has seven members.
The total remuneration paid to individual Board of Management members for financial year 2013 was determined by the Supervisory Board, which held consultations to resolve on the remuneration system for the Board of Management. In so doing it obtained advice from an independent remuneration consultant. The remuneration paid to the Board of Management is in line with standard market practice, appropriate to the tasks involved and designed to reward performance; it comprises fixed (non-performance-related) elements and variable (performance-related) elements, which include short, medium and long-term incentives. The remuneration as a whole as well as its variable components have been capped. Furthermore, an employee-related target is agreed with all Board of Management members based on the annual employee opinion survey. Target criteria, remuneration structure as well as remuneration amounts are presented in detail in the Remuneration Report of the Annual Report 2013.