Heidelbergcement Annual Report 2020
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3 Corporate Governance | Remuneration report Remuneration report The majority of variable remuneration should be linked to the long-term development of the company and paid out after an appropriate period of several years. The absolute The remuneration report contains two parts. The first part development of HeidelbergCement’s share price and the presents the Managing Board remuneration system and the direct comparison with relevant benchmark indices should remuneration of members of the Managing Board for the 2020 play a major role in this context. The long-term nature of financial year, both according to the applicable accounting the variable remuneration components is further supported standards and according to the German Corporate Gover- by the fact that even the termination of a Managing Board nance Code valid in the version of 7 February 2017 and in contract has no influence on the target setting, valuation, parts already valid in the version of 16 December 2019, as and maturity. well as the German Act Implementing the Second Share- 3. Key performance indicators are in accordance with the holders' Rights Directive (Gesetz zur Umsetzung der zweiten Group strategy: The key performance indicators used to Aktionärsrechterichtlinie, ARUG II) of 12 December 2019. determine variable remuneration should be in line with The second part shows the remuneration for the Supervisory HeidelbergCement’s business strategy. Board paid for the 2020 financial year. The system and amount of the Managing Board remunera- Current Managing Board remuneration tion are determined by the Supervisory Board following a system 2020 recommendation by the Personnel Committee. The external adequacy check is based on the size and international activity The current Managing Board remuneration system has been of the Group, its economic and financial situation, and its future applied to all newly and reappointed members of the Manag- prospects. In addition, the target and maximum remuneration of ing Board since financial year 2019. It constitutes a further the members of the Managing Board are oriented towards the development to the system that was in force from 2014. The companies in the German DAX index as an external peer group main differences concern the following points: as well as the tasks and performance of the relevant member of the Managing Board and of the entire Managing Board. 1. Introduction of a clause for the reduction, withdrawal, and clawback of variable remuneration in case of breaches of The internal comparison takes into account the remuneration essential duties of diligence (clawback/malus clause). of the top and senior management (upper management) and 2. Reduction of discretionary adjustment of the annual and the total workforce of HeidelbergCement AG, both overall long-term bonus by the Supervisory Board. and in terms of development over time from 2016 to 2020. 3. Increase in individual investment (share ownership) of the The following overview shows the development of the target members of the Managing Board. cash compensation in the internal comparison. The target 4. Introduction of a defined contribution pension promise. entitlements in the employment contracts were taken as a basis in accordance with the German Corporate Governance The current Managing Board remuneration system was ap- Code in relation to the fixed remuneration and the annual proved by the Annual General Meeting on 9 May 2019 with bonus and – provided that the corresponding employee a majority of 93.4% of the votes cast, pursuant to section groups are eligible – also to the long-term bonus. 120(4) of the AktG (in the version applicable at that time). In 2020, the ratio of the average Managing Board remunera- Principles tion (including the Chairman of the Managing Board) to the The following principles apply to Managing Board remuneration: average remuneration of the top and senior management was 1. Remuneration and performance are closely linked: The 1:12 (previous year: 1:13), and the ratio to the total workforce variable performance-related remuneration component of HeidelbergCement AG was 1:45 (previous year: 1:46). should account for a major share of total remuneration. 2. Variable remuneration focuses on sustainable perfor- The remuneration is calculated in such a way that it is com- mance and relates to the interests of the shareholders: petitive on the market for highly qualified senior managers Development of the average target remuneration1) of the Managing Board and total workforce of HeidelbergCement AG € '000s rounded off 2016 Change 2017 Change 2018 Change 2019 Change 2020 Managing Board2) 2,558.7 5.7% 2,705.5 12.2% 3,036.0 -5.6% 2,866.8 0.1% 2,868.7 Top and senior management 3) 186.7 5.8% 197.6 5.2% 207.7 4.6% 217.2 5.9% 230.0 Total workforce of HeidelbergCement AG4) 58.2 3.6% 60.2 1.9% 61.4 2.0% 62.6 1.2% 63.4 1) Fixed annual salary (incl. 13th monthly salary, vacation pay), annual bonus (target: 100%) and long-term bonus (target; 100%) extrapolated to full-time employment 2) The increase of 12.2% in the average target remuneration of the Managing Board from 2017 to 2018 is mainly due to contractually agreed salary adjustments of several Managing Board members. The decrease of 5.6% from 2018 to 2019 results from the change of Managing Board members. 3) Top and senior management of HeidelbergCement AG, excluding Managing Board 4) Including top and senior management, excluding Managing Board; the 1.2% increase from 2019 to 2020 is due to a disproportionately high number of new hires. 86 HeidelbergCement | Annual Report 2020 and provides an incentive for successful work in a business for one-off items, is used as the key performance indicator. In culture with a clear focus on performance and results. addition, individual targets will be agreed with the Chairman of the Managing Board and the Managing Board members. Remuneration elements Through the introduction of a clawback clause in all Man- The remuneration system applicable since 1 January 2014 aging Board agreements since 2019, reduction, withdrawal, and further developed in 2019 comprises: and clawback of the annual bonus are possible in case of breaches of essential duties of diligence. The annual bonus 1. a fixed annual salary, is paid out in cash after the Annual General Meeting in the 2. a variable annual bonus, following year. The table on page 88 gives an overview of 3. a variable long-term bonus with long-term incentive, the main characteristics of the annual bonus. 4. fringe benefits, as well as 5. pension promises. At the start of the financial year, the Supervisory Board ensures that the performance targets are demanding and ambitious, The graph below shows the individual components of the and it determines the degree of target achievement after the target remuneration and the main parameters. end of the financial year. 1. Fixed annual salary − Target value (value when 100% of the target is met) The fixed annual salary is a set cash payment relating to 100% of the fixed annual salary for the Chairman of the the financial year, which is based on each Managing Board Managing Board, 80% of the fixed annual salary for the member’s area of responsibility and is paid on a monthly Managing Board members basis over the year. It amounts to around 29% of the target remuneration for the Chairman of the Managing Board and − Key performance indicators and weighting (value when 33% for members of the Managing Board, when 100% of 100% of the target is met) the target is met. 2/3 Group share of profit 1/3 individual targets 2. Annual bonus The annual bonus is a variable remuneration element, which − Target achievement range relates to the financial year and is 100% of the fixed annual 0 - 200% (The maximum value of the annual bonus is limited salary for the Chairman of the Managing Board and 80% for to 200% of the fixed annual salary for the Chairman of members of the Managing Board, when 100% of the target is the Managing Board and 160% for the Managing Board met. It amounts to around 29% of the target remuneration for members. Total loss of the entire annual bonus is possible. the Chairman of the Managing Board and 26% for members The determination of the range refers to each individual of the Managing Board. The Group share of profit, adjusted key performance indicator.) Components of the target remuneration Fixed annual salary Long-term bonus (cash plan with PSUs 1)) Relation at 100% target achievement Relation – Chairman of the Managing Board: 42% – Chairman of the Managing Board: 29% (150% of fixed annual salary) – Members of the Managing Board: 33% – Members of the Managing Board: 41% (125% of fixed annual salary) Fringe benefits (based on their benefit in kind) and pension expenses are shown separately. Key performance indicators – 1/2 Management component 50% Earnings before interest and taxes (EBIT) 50% Return on invested capital (ROIC) Annual bonus (cash plan) – 1/2 Capital market component Total Shareholder Return vs DAX and MSCI 2) Relation at 100% target achievement – Charirman of the Managing Board: 29% (100% of fixed annual salary) Target achievement – Members of the Managing Board: 26% (80% of fixed annual salary) – 0–200% Key performance indicators – 2/3 Group share of profit – 1/3 individual targets (company, resort, sustainability targets, personal targets) Fixed annual salary Annual bonus Long-term bonus Target achievement – 0–200% per key performance indicators 1) PSU = Performance Share Unit | 2) MSCI World Construction Materials Index 87 3 Corporate Governance | Remuneration report The following table shows a sample calculation for the essential duties of diligence. The main characteristics of the determination of the annual bonus of the Chairman of the long-term bonus are shown in the table below.