Therefore, around 70 % of the target direct compensation comprises performance-related variable compensation
components. The 40 % share of the Long-Term Incentive (around 57 % of the variable components) reflects the long-term
orientation of the compensation structure.
The structure of the target direct compensation of the Management Board members who are active at the time of the
adoption of the Compensation System 2021+ is orientated towards this general compensation structure. The specific base
salary components range between 27 % and 30 % of the target direct compensation, the Short-Term Incentive (target
amount) ranges between 27 % and 30 % and the Long-Term Incentive (grant value) ranges between 40 % and 46 % of the
target direct compensation. The target amounts of the Short-Term Incentive and the grant values of the Long-Term
Incentive are determined within the individual service agreements as a percentage of the respective base salary of a
Management Board member.
Based on the target direct compensation, additional fringe benefits and pension commitments are considered in the
structure of the total target compensation.
Fringe benefits are granted on the basis of the respective service agreement with Management Board members and
therefore vary between the individual members of the Management Board. The amount of fringe benefits granted to the
individual Management Board members regularly ranges between 1 % and 7 % of the respective target direct compensation,
depending on the individual grant and usage, per fiscal year. This range is based on historical data and the individual
fringe benefits granted under the current service agreement of the individual members of the Management Board.
Management Board members may be granted pension commitments in the form of defined benefit or defined contribution
plans. The amount of the current service cost from these pension commitments is regularly within a range of 7 % to 35 %
of the respective target direct compensation of a Management Board member per fiscal year. The amount of the individual
service cost depends to a large extent on the pensionable income and the age of the respective Management Board member
as well as on actuarial assumptions, such as the discount rate, and is therefore more volatile. The range for the
service cost of pension commitments is based on historical actuarial valuations and actuarial forecasts.
3 Process of Determining, Reviewing and Implementing the Compensation System
The Supervisory Board is responsible for determining the compensation of each Management Board member as well as for
determining, reviewing and implementing the compensation system for the entire Management Board. The Supervisory Board
is supported in this regard by its Human Resources Committee, a committee which is composed of members of the
Supervisory Board. The Human Resources Committee also takes over the tasks of a compensation committee and makes
recommendations to the Supervisory Board. The recommendations of the Human Resources Committee as well as any other
matter relating to the individual compensation of the Management Board members and the compensation system are
discussed and, as required, resolved by the Supervisory Board. The members of the Supervisory Board and its committees
are under an obligation to disclose any conflicts of interest without undue delay. These regulations for an avoidance
of conflicts of interest also apply to the process of determining the compensation of the individual Management Board
members and to the process of determining, reviewing and implementing of the compensation system for the Management
The Compensation System 2021+ was developed with the support of external compensation experts. The Supervisory Board
may also in the future consult external compensation experts to support it in its determination of the compensation of
Management Board members as well as with respect to the determination and review of the compensation system as a whole.
Any such compensation expert is independent from the Company, the Management Board as well as the Company's affiliates.
From time to time, any such compensation expert will be replaced in order to ensure an independent compensation review.
The amount of the total target compensation of each Management Board member is determined by the Supervisory Board in
accordance with the compensation system. In accordance with the requirements of the German Stock Corporation Act and
the DCGK, care is taken to ensure that the respective compensation is in an appropriate relationship to the duties and
performance of the Management Board member as well as to the performance of the Company, that it supports the long-term
and sustainable development of Fresenius and that it does not exceed the usual compensation without special reasons.
For this purpose, both external and internal comparative analyses are carried out. In addition, the total compensation
granted to the individual members of the Management Board takes into account the interest of the Company to retain the
members of the Management Board at the Company or to attract new potential talents for the Management Board.
In order to assess the appropriateness of the compensation system and the individual compensation of the Management
Board members, the Supervisory Board conducts a review of the respective amount and structure of the compensation by
means of a horizontal analysis (external comparative analysis). The respective amount of the total target compensation
and the underlying compensation components granted to the individual Management Board members are compared with the
compensation data of DAX30 companies.
The Supervisory Board also conducts a vertical review (internal comparative analysis) with respect to the compensation
levels of the Company's employees when determining the compensation system and the compensation of the Management Board
members. For this purpose, the ratios between the average compensation of the Management Board, the average
compensation of the senior management of the Company and the total workforce are determined. For the purpose of the
determination of the Compensation System 2021+, "senior management" has been defined as all employees who report to a
Management Board member in a position of "Vice President" and above. The ratio is compared, to the extent possible,
with the corresponding ratio for companies included in the DAX30. When conducting the vertical review, the Supervisory
Board will also consider the development of the compensation levels over time.
Any new compensation system for the Management Board members as resolved and intended to be applied by the Supervisory
Board is presented to the General Meeting of the Company for approval. The Supervisory Board will regularly review the
applied compensation system and, if required and typically upon recommendation of the Human Resources Committee,
resolve changes thereto. In case of material changes, but at least every four (4) years, the compensation system is
presented to the General Meeting for approval. Should the General Meeting not approve the presented compensation
system, such compensation system will be reviewed and presented, at the latest, to the following ordinary General
4 Compensation Components in Detail
4.1 Fixed Compensation
The fixed compensation granted to Management Board members under the Compensation System 2021+ comprises base salary,
fringe benefits and a pension commitment.
4.1.1 Base Salary
The base salary, which is usually agreed for a full year, is paid in accordance with the local payroll customs
applicable to the respective member of the Management Board. For Management Board members in Germany, the base salary
is typically paid in twelve (12) monthly installments.
4.1.2 Fringe Benefits
Fringe benefits are granted based on the individual service agreements and can include: the private use of company
cars, special payments such as school fees, housing, rent and relocation payments, costs for the operation of security
alarm systems, contributions to pension insurance (with the exception of the pension commitments described in this
document) and contributions for accident, health and nursing care insurance, other insurance policies, as well as tax
equalization compensation due to different tax rates in Germany and, as the case may be, the country in which the
Management Board member is personally taxable. Fringe benefits can be of one-time or recurring nature.
In order to attract qualified candidates for the Management Board, the Supervisory Board may complement the
compensation of first-time Management Board members in an appropriate and market-compliant manner with an entry bonus
(sign-on bonus), e.g. to compensate for forfeited compensation from previous employment or service agreements. The
Supervisory Board may also grant reimbursements for fees, charges and other costs in connection with or related to a
change in the regular place of work of Management Board members.
4.1.3 Pension Commitments
Management Board members who have been appointed to the Management Board prior to 1 January 2020, were granted a
contractual pension commitment in the form of a defined benefit scheme. Under this defined benefit scheme, pension
commitments provide for pension and survivor benefits (Hinterbliebenenversorgung) as of the time of conclusively ending
active work or in case of occupational disability or incapacity to work (Beruf- oder Erwerbsunfähigkeit). The amount of
these benefits is calculated by reference to the amount of the contractually agreed pensionable income of the
Management Board member. The pensionable income is adjusted annually based on the development of the consumer price
index. The pension amount is calculated as 30 % of the contractually agreed pensionable income and increases by 1.5
percentage points for each full year of service as a Management Board member, up to a maximum of 45 %. In deviation
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April 07, 2021 11:51 ET (15:51 GMT)