(1) The management board and supervisory board of the listed company draw up, on an annual basis, a clear and understandable report on the remuneration granted and owed in the previous financial year to each of the current or former members of the management board and of the supervisory board by the company and by enterprises of the same group (section 290 of the Commercial Code). The remuneration report is to include the following particulars, providing the names of the persons referred to in sentence 1, insofar as the corresponding arrangements in fact have been made:
1. all fixed and variable remuneration components, their relative share of the remuneration in each case as well as an explanation of how they correspond to the relevant remuneration system, how the remuneration promotes the company’s long-term development and how the performance criteria were applied;
2. a presentation allowing comparisons to be made of the annual change in remuneration, of the performance of the company, and of the average remuneration on a full-time equivalent basis of employees of the company over the five most recent financial years, including an explanation of which group of employees was involved;
3. the number of shares and share options granted or offered, and the main conditions for the exercise of the rights including the exercise price and date and any change thereof;
4. information on whether use was made of the possibility to reclaim variable remuneration components and if so, how this was done;
5. information on any deviations from the remuneration system for the management board, including an explanation of why the deviations became necessary, and the indication of the specific elements of the remuneration system derogated from;
6. an explanation of how the resolution adopted by the general meeting pursuant to section 120a (4) or the discussion pursuant to section 120a (5) were taken into account;
7. an explanation of how the maximum remuneration set for the members of the management board was adhered to.
(2) As regards the remuneration for each individual member of the management board, the remuneration report furthermore is to provide information regarding such benefits that
1. were offered to a member of the management board by a third party with a view to that member’s activities as a member of the management board or that were granted in the course of the financial year,
2. were offered to a member of the management board for the event of the premature termination of their activities, along with any modifications of this offer agreed in the course of the previous financial year,
3. were offered to a member of the management board for the event of the regular termination of their activities, along with their net present value and the amount the company expended or allocated to reserves for this purpose in the course of the previous financial year, along with any modifications of this offer agreed in the course of the previous financial year,
4. were offered to a former member of the management board whose activities have terminated in the course of the previous financial year in connection with this termination and that were granted in the course of the previous financial year.
(3) The remuneration report is to be audited by the statutory auditor. The statutory auditor is to audit whether the information required under subsections (1) and (2) was provided. The statutory auditor is to draw up an opinion on the remuneration report. This is to be attached to the remuneration report. Section 323 of the Commercial Code applies accordingly.
(4) The remuneration report and the opinion provided for by subsection (3) sentence 3 are to be made publicly accessible, free of charge, by the company on its website for 10 years following the resolution adopted according to section 120a (4) sentence 1 or following the submission according to section 120a (5).
(5) The remuneration report may not include any data that refer to the family situation of individual members of the management board or of the supervisory board. No personal data of former members of the management board or of the supervisory board are to be published in any remuneration reports that are to be drawn up following the expiry of 10 years after the end of the financial year in which the member concerned terminated their activities. In all other cases, personal data are to be removed from the remuneration reports that are accessible via the website following expiry of the time limit stipulated in subsection (4).
(6) The remuneration report need not include any information that, when assessed applying prudent business judgment, is suited to cause a greater than insignificant disadvantage to the company. Where the company avails itself of the possibility available under sentence 1 and where the reasons for not including such information cease to exist following publication of the remuneration report, the information is to be included in the subsequent remuneration report.