RESEARCH AND DEVELOPMENT DATA STRATEGY
2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 Non-performance-related components
(in € �000) . Basic remuneration 591 591 438 438 438 438 496 479 1,963 1,946 Fringe benefits 426 1623) 11 10 22 23 56 45 515 239 Total non-performance-related remuneration 1,017 753 449 448 460 461 552 523 2,478 2,185 Performance-related remuneration components (in € �000)
One-year variable remuneration (sti plan) 415 604 356 394 312 315 246 248 1,329 1,561
Total one-year variable remuneration 415 604 356 394 312 315 246 248 1,329 1,561
Schedule for multi-year remuneration 2010 –2013 2010 –2013 2010 –2013
Remuneration from long-term roce
component, lti plan (not share-based) 0 0 0 0 0 166 0 166 0 332
Value of multi-year variable remu- neration, lti plan (share-based incl.
deferral 2) 0 0 0 0 0 0 0 0 0 0
Total multi-year variable remuneration 0 0 0 0 0 166 0 166 0 332
Total non-performance-related and
performance-related remuneration 1,432 1,357 805 842 772 941 798 937 3,807 4,078
Pension expense 1) 137 142 117 183 126 194 809 118 1,189 637
TOTAL REMUNERATION 1,569 1,499 922 1,025 898 1,135 1,607 1,055 4,996 4,715
1) Remuneration for Debra A. Pruent relates to a pension agreement. For the remaining active members of the Management Board, expenses relate to a defined
pension contribution model.
2) In the reporting year 2013, no virtual share options from lti plans were exercised.
81
G R O U P M A N A G E M E N T R E P O R T H U M A N R E S O U R C E S G R O U P M A N A G E M E N T R E P O R T
H U M A N R E S O U R C E S
STRUCTURE OF PENSION COMMITMENTS
In 2011, the Supervisory Board approved the structure of a contri- bution-based pension model for the Management Board, which will apply to the directors most recently appointed to the GfK Manage- ment Board, Pamela Knapp, Dr. Gerhard Hausruckinger and Matthi- as Hartmann, as well as any other new appointments in the future.
Within the scope of this model, the company provides annual contributions to pension accounts which are set up individually during the term of the employment relationship, up to the age of 62 at most. A contribution of 25% of the contractually agreed annual fixed remuneration is granted for the duration of the first appoint- ment period. If the person concerned is reappointed to the Manage- ment Board, the annual contribution is calculated based on 15% of the contractually agreed target direct remuneration (annual fixed remuneration plus the sum of the short-term and long-term incen- tives upon target attainment of 100%). The contributions for the first appointment period are increased retroactively after reappoint- ment has taken place and the difference compared to the actually granted contributions is credited during the second appointment period. The retroactive equal treatment of the contribution calcula- tion for the first appointment period is designed to additionally pro- mote loyalty to the company. Retirement and survivors’ benefits are covered, and the company also makes a contribution for supplemen- tary occupational disability insurance. The extent and amount of pension benefits correspond to the insurance payout generated from contributions paid into reinsurance contracts with a life assurance company.
If the employment relationship ends before pension payments begin, the pension rights are retained. In this case, the insurance policy remains in place. No further contributions are made. Upon commencement of benefit payments, i.e. after reaching retirement age at 62 or qualifying for early retirement from the age of 60 (the latter applies to commitments made up until 31 December 2011), and in the event of death or disability, beneficiaries receive a pen- sion payment equivalent to the current status of the insurance ben- efits at this time. The pension is always paid as a lifelong monthly pension, which is adjusted annually from the date when the pension commences according to the profit participation of the concluded insurance tariff, but at least by 1% p.a. At the Management Board member’s request, the pension may be paid as a lump sum or in 12 annual installments, subject to the company’s consent.
The existing pension contract of Debra A. Pruent is structured as a defined benefit plan. After three years’ service as a member of the Management Board, the company grants a retirement pension, an early retirement pension, a disability pension and a widows’ or widowers’ and orphans’ pension. The fixed annual remuneration agreed in the employment contract is deemed to be the pensionable income. Debra A. Pruent will receive a retirement pension when she leaves the service of the company upon reaching the set retirement age. After three years’ service as a member of the Management Board, the annual pension entitlement amounts to 30% of the pen- sionable income. This increases by 3% for each additional full year of service. The retirement pension is limited to 60% of pensionable income. The retirement pension is granted on leaving the company at the age of 62. A reduced early-retirement pension may be provid- ed from the age of 60.
If Debra A. Pruent leaves the service of the company before reaching the age of 62, due to a reduction in earning capacity, she will receive a disability pension for the duration of the reduction in
earning capacity. The disability pension is calculated in the same way as the retirement pension, although only the service years until the beneficiary leaves the company are included in the calculation.
The widowers’ pension amounts to 60% of the retirement pen- sion or disability pension last paid; the orphans’ pension amounts to 30% for full orphans and 15% for half orphans. After the commence- ment of the pension, the current pension is increased annually by 2%. The company may grant higher adjustments if the consumer price index shows a higher increase in prices.
Allocations to pension provisions of € 118,215 were made for Debra A. Pruent in financial year 2013. As at 31 December 2013, the cash value of the pension provisions was € 3,322,615.
In the financial year ended, one member of the Management Board made a share transaction subject to mandatory reporting re- quirements involving a total of 700 shares. As at the reporting date of 31 December 2013, the Management Board held 6,000 GfK shares in total and no options on GfK shares.
No loans and advances were granted to Management Board members.
If membership of the Management Board ends prematurely, the current Management Board contracts of GfK se provide an arrange- ment regarding the size of the compensation corresponding to the provisions of the German Corporate Governance Code. There is no provision governing a change in control.
Former members of the management of GfK GmbH, Nuremberg, of the Management Board of GfK Aktiengesellschaft, Nuremberg, and of GfK se, Nuremberg as well as their surviving dependents re- ceived total remuneration of € 2.6 million. Provisions of € 36.6 mil- lion were set up for pension obligations to former Management Board members and managing directors as well as their surviving dependents.
REMUNERATION OF THE SUPERVISORY BOARD
The remuneration of the Supervisory Board is specified in Article 16 of GfK se’s Articles of Association as follows:
.. In addition to expenses, members of the Supervisory Board re- ceive fixed remuneration of € 30,000.00 payable at the end of the financial year.
.. The members receive a sum of € 1,500.00 per meeting for atten- dance at Supervisory Board meetings and meetings of one of its committees.
.. The Chairman of the Supervisory Board receives four times and the Deputy Chairman one and a half times the amount stipulated in Point 1.
.. The remuneration increases by € 10,000.00 for each membership of a committee. The Chairman of the Audit Committee receives € 50,000.00, the Chairman of the Personnel Committee and the Chairman of the General Committee receive € 30,000.00 each and the Chairman of the Nomination Committee receives € 20,000.00. Committee remuneration is exclusively calculated on the basis of the respective function on the relevant committee (simple mem- bership or chair), whichever receives the highest remuneration. .. The company compensates every Supervisory Board member for
reasonable expenses against submission of proof and any vat ap- plying to his remuneration and the reimbursement of his expenses. .. Supervisory Board members who have only held their position on
the Supervisory Board and / or one of its committees for part of the financial year are compensated on a pro rata basis, with parts of months rounded up to full months.
Gf K 2013
82
G R O U P M A N A G E M E N T R E P O R T O R G A N I Z A T I O N A N D A D M I N I S T R A T I O N
5.2. Administration
The corporate functions Finance, Finance Administration, Legal, Treasury, Integrity, Compliance and Intellectual Property, Human Resources, Central Services, Procurement, Marketing and Commu- nications and Investor Relations are responsible for deciding on policy across the Group in their respective fields of work.
6.
DECLARATION ON CORPORATE GOVERNANCE
IN ACCORDANCE WITH SECTION 289 A
OF THE GERMAN COMMERCIAL CODE (HGB)
GfK’s corporate governance is based on transparency and trustful cooperation.By adopting the German Corporate Governance Code, the GfK Group is dedicated to good corporate governance and corporate su- pervision while providing transparency for national and internation- al investors.
The declaration on corporate governance, which includes the declaration of compliance 2013, comments on corporate gover- nance, information about management practices, description of the codes of procedure and composition of the Management Board and Supervisory Board and the composition and procedure of the com- mittees of the Supervisory Board is published online at:
http://www.gfk.com/investors/corporate-governance/Pages/declaration-on- corporate-governance.aspx
The corporate governance report is part of the declaration on corporate governance and is also published under:
http://www.gfk.com/investors/corporate-governance/Pages/default.aspx