Principles of the compensation system for the Supervisory Board
The compensation of the members of the Supervisory Board as determined by the Annual General Meeting is governed by Art. 12 of the Articles of Association of HUGO BOSS AG and provides both the abstract and the specific framework for the compensation of the members of the Supervisory Board. This ensures that the compensation of the members of the Supervisory Board always complies with the compensation system adopted by the Annual General Meeting on May 27, 2020 and adjusted with effect from July 30, 2020.
The compensation of the members of the Supervisory Board comprises only fixed components. The compensation consists of two components: a fixed compensation, depending on the position of the respective Supervisory Board member, and additional compensation for the respective committee activities. The compensation regulation thus also takes into account the requirements of the GCGC.
Structure and application of the compensation system of the Supervisory Board in fiscal year 2023
Each ordinary member of the Supervisory Board receives a fixed annual compensation of EUR 80 thousand (base amount). The Chairman receives 2.5 times (EUR 200 thousand) and the Deputy Chairman receives 1.75 times (EUR 140 thousand) this base amount.
In addition, members of the Working Committee, the Audit Committee, and the Personnel Committee will be paid an additional EUR 30 thousand each, and the Chairman of any of these committees will receive an additional EUR 60 thousand each. Members of the Nomination Committee receive an additional EUR 20 thousand. No compensation is paid for the Chairman and members of the Mediation Committee. Additional compensation will only be paid for the three highest remunerated positions on committees. This regulation leads to the setting of an individual maximum compensation for each member of the Supervisory Board in accordance with the positions held by the respective member in the committees.
Compensation for Supervisory Board activity and membership in a committee
No further compensation is granted beyond the compensation described above. Consequently, the current system does not foresee variable compensation components or attendance fees.
The compensation is paid out following the Annual General Meeting that decides on the approval of the Supervisory Board for the respective past fiscal year. Members of the Supervisory Board who have been members of the Supervisory Board or a committee for only part of the fiscal year receive pro rata compensation for each month of service or part thereof. Members of the Supervisory Board are reimbursed expenses incurred in connection with the performance of their duties. Any value-added tax (VAT) is reimbursed by the Company if the members of the Supervisory Board are entitled to invoice the Company separately for the VAT and exercise this right.
In fiscal year 2023, the compensation system for the Supervisory Board was applied in full as set out in Art. 12 of the Company’s Articles of Association. In fiscal year 2023, the members of the Supervisory Board did not receive any further compensation or benefits for services provided individually, in particular consulting and mediation services. Furthermore, no loans or advances were granted to the members of the Supervisory Board, nor were there any contingent liabilities in their favor.
Individualized disclosure of the compensation of the Supervisory Board
The following table shows the fixed and variable compensation components that were awarded and due to current and former members of the Supervisory Board in the past fiscal year, including the respective relative share in accordance with Sec. 162 AktG. In accordance with Art. 12 of the Company’s Articles of Association, the total amount of the compensation of the Supervisory Board is due following the Annual General Meeting that decides on the approval of the Supervisory Board for the respective past fiscal year. The disclosure for fiscal year 2023 relates to the fixed compensation awarded for the Supervisory Board’s activities in fiscal year 2023 (payout in fiscal year 2024) and the compensation awarded for committee membership in fiscal year 2023 (payout in fiscal year 2024).
Current members of the Supervisory Board |
|
|
|
Fixed compensation |
|
Compensation for committee work |
|
Total compensation |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|||||
Hermann Waldemer, Chairman |
|
in EUR thous. |
|
200 |
|
200 |
|
150 |
|
150 |
|
350 |
|
350 |
||||
|
in % |
|
57 |
|
57 |
|
43 |
|
43 |
|
100 |
|
100 |
|||||
Sinan Piskin, |
|
in EUR thous. |
|
140 |
|
140 |
|
90 |
|
90 |
|
230 |
|
230 |
||||
|
in % |
|
61 |
|
61 |
|
39 |
|
39 |
|
100 |
|
100 |
|||||
Iris Epple-Righi |
|
in EUR thous. |
|
80 |
|
80 |
|
30 |
|
30 |
|
110 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
Andreas Flach (since May 9, 20231) |
|
in EUR thous. |
|
52 |
|
– |
|
19 |
|
– |
|
71 |
|
– |
||||
|
in % |
|
73 |
|
– |
|
27 |
|
– |
|
100 |
|
– |
|||||
Katharina Herzog |
|
in EUR thous. |
|
80 |
|
80 |
|
30 |
|
30 |
|
110 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
Daniela Liburdi (since May 9, 20231) |
|
in EUR thous. |
|
52 |
|
– |
|
19 |
|
– |
|
71 |
|
– |
||||
|
in % |
|
73 |
|
– |
|
27 |
|
– |
|
100 |
|
– |
|||||
Gaetano Marzotto |
|
in EUR thous. |
|
80 |
|
80 |
|
50 |
|
50 |
|
130 |
|
130 |
||||
|
in % |
|
62 |
|
62 |
|
38 |
|
38 |
|
100 |
|
100 |
|||||
Luca Marzotto |
|
in EUR thous. |
|
80 |
|
80 |
|
60 |
|
60 |
|
140 |
|
140 |
||||
|
in % |
|
57 |
|
57 |
|
43 |
|
43 |
|
100 |
|
100 |
|||||
Tanja Silvana Nitschke |
|
in EUR thous. |
|
80 |
|
80 |
|
30 |
|
30 |
|
110 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
Christina Rosenberg |
|
in EUR thous. |
|
80 |
|
80 |
|
30 |
|
30 |
|
110 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
Bernd Simbeck |
|
in EUR thous. |
|
80 |
|
80 |
|
60 |
|
60 |
|
140 |
|
140 |
||||
|
in % |
|
57 |
|
57 |
|
43 |
|
43 |
|
100 |
|
100 |
|||||
Robin J. Stalker |
|
in EUR thous. |
|
80 |
|
80 |
|
60 |
|
60 |
|
140 |
|
140 |
||||
|
in % |
|
57 |
|
57 |
|
43 |
|
43 |
|
100 |
|
100 |
|||||
Former members of the Supervisory Board |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||
Anita Kessel (until May 9, 20231) |
|
in EUR thous. |
|
28 |
|
80 |
|
11 |
|
30 |
|
39 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
Martin Sambeth (until May 9, 20231) |
|
in EUR thous. |
|
28 |
|
80 |
|
11 |
|
30 |
|
39 |
|
110 |
||||
|
in % |
|
73 |
|
73 |
|
27 |
|
27 |
|
100 |
|
100 |
|||||
|
||||||||||||||||||
No compensation was awarded and due to the former members of the Supervisory Board Kirsten Kistermann-Christophe, Fridolin Klumpp, Michel Perraudin, and Axel Salzmann, who all left the Supervisory Board on May 27, 2020, either in fiscal year 2023 or in fiscal year 2022.
The employee representatives, who are members of a trade union, have declared they will pass their compensation to the Hans Böckler Foundation in accordance with the guidelines of the German Trade Union Confederation.