Remuneration of the Management Board and Supervisory Board

Remuneration Report

The remuneration report summarises the principles used to determine the remuneration of the Management Board of secunet Security Networks AG and sets out the amount and structure of the income received by its members. It also sets out the principles behind and amount of the remuneration received by the Supervisory Board and provides information on the shareholdings of Management Board and Supervisory Board members.

Remuneration of the Management Board

The Supervisory Board of secunet Security Networks AG is responsible for determining the remuneration of the Management Board. The Chairman’s Committee of the Supervisory Board deals with personnel matters of the Management Board; its responsibilities include, in particular, drawing up proposals for the Supervisory Board regarding the structure and amount of remuneration paid to Management Board members. The members of this committee are Dr Karsten Ottenberg, Chairman of the Supervisory Board, Dr Wilhelm Wick, Deputy Chairman of the Supervisory Board, and Dr Peter Zattler, Member of the Supervisory Board.

In financial year 2011, the remuneration package was made up of four components: a fixed annual salary, a variable bonus, ancillary non-cash benefits and a contribution to the retirement pension. The Management Board remuneration package is broken down as follows:

• The fixed component is paid monthly in the form of salary.
• The variable component is based on the Company’s results. It consists of one short-term component and one long-term component.
• Non-cash and other benefits essentially comprise the taxable values of company car usage and accident insurance premiums.
• The retirement pension contributions paid to members of the Management Board are set out in their individual contracts of employment.

Management Board contracts do not expressly provide for any severance payment in the event that the employment relationship is terminated prematurely.

In addition, Management Board contracts do not include any specific regulations to govern the event that a “change of control” occurs – that is when one or several shareholders acting jointly obtain the majority voting rights of secunet Security Networks AG and exert a dominating influence, causing secunet Security Networks AG to become a dependent company by means of the conclusion of an intercompany agreement within the meaning of Article 291 of the German Stock Corporation Law (Aktiengesetz, AktG), or in the event of the merger of secunet Security Networks AG with other companies.

Total remuneration of the members of the Management Board in financial year 2011 was 870.2 kEuro (previous year: 778.9 kEuro). The following expenses were recorded for the individual members of the Management Board for financial year 2011:

Management Board members do not receive any additional remuneration for their activities in the subsidiaries.

The pension entitlements of the Management Board as at 31 December 2011 were as follows: 

Owing to the right in accordance with Art. 67 Para. 1 and 2 of the Introductory Act to the German Commercial Code (Einführungsgesetz zum Handelsgesetzbuch, EGHGB) to choose to annually add 1 / 15 to the difference resulting from the change in valuation under the German Accounting Law Modernisation Act (Bilanzrechtsmodernisierungsgesetz, BilMoG), there is a shortfall between the scope of HGB obligation and provision set aside, amounting to a total of 187 kEuro.

As at 31 December 2011, as on the same day of the previous year, no Management Board members held any secunet shares.
The members of the Management Board do not receive any loans from the Company.

Furthermore, no member of the Management Board was promised or granted any benefits by a third party in the previous financial year in respect of his activity as a member of the Management Board.

Remuneration of the Supervisory Board

The remuneration of the Supervisory Board is laid down in Section 17 of the Articles of Association of secunet Security Networks AG. It is based on the tasks and responsibilities of the members of the Supervisory Board.

In addition to an attendance fee for global reimbursement of expenses, the members of the Supervisory Board also receive a fixed payment amounting to 4 kEuro. The Chairman of the Supervisory Board receives a payment amounting to 8 kEuro, and the Deputy Chairman of the Supervisory Board receives 6 kEuro. For the 2011 financial year, the Supervisory Board salaries totalled 34.7 kEuro (previous year: 35.9 kEuro).

The members of the Supervisory Board do not receive any loans from the Company.

The members of the Supervisory Board did not receive any other remuneration or benefits in the year under review for services provided personally, in particular consulting and agency services.