Supervisory Board remuneration

Remuneration system

The Supervisory Board’s remuneration is defined in article 18 of KION GROUP AG’s articles of incorporation. Members of the Supervisory Board receive fixed remuneration plus reimbursement of out-of-pocket expenses. The annual remuneration amounts to €45,000 for ordinary members of the Supervisory Board, €75,000 for the deputy chairman of the Supervisory Board and €105,000 for the chairman of the Supervisory Board.

Additional remuneration is paid for being a member or chairman of a committee, although this does not apply in the case of the Nomination Committee or the Mediation Committee pursuant to section 27 (3) of the German Codetermination Act (MitbestG). The annual remuneration for members of a committee is €8,000, while the chairman of a committee receives double this amount.

If a member of the Supervisory Board or one of its committees does not hold their position for a full financial year, remuneration is reduced pro rata temporis.

The members of the Supervisory Board receive an attendance fee of €1,250 per day for meetings of the Supervisory Board and its committees, although they only receive this amount once if they attend more than one meeting on the same day.

The Company reimburses each member for any VAT incurred in connection with his or her remuneration.

A D&O insurance policy without an excess has been taken out for the members of the Supervisory Board.

As the general parameters have changed significantly since the current remuneration arrangements for the Supervisory Board were decided upon in June 2013 immediately after the IPO of KION GROUP AG, the Supervisory Board decided it would be appropriate to also review the Supervisory Board’s remuneration last year, in addition to that of the Executive Board. To this end, an experienced consultancy was commissioned to examine the appropriateness and market conformity of Supervisory Board remuneration at KION GROUP AG.

Based on the findings of this examination, the Supervisory Board has decided to propose to the Company’s Annual General Meeting that some aspects of the remuneration system of the KION GROUP AG Supervisory Board be amended. The Supervisory Board proposes increasing the fixed annual remuneration of ordinary members from €45,000 to €55,000. The chairman of the Supervisory Board is to receive three times the amount of an ordinary member, i.e. €165,000, and the deputy is to receive two times the amount of an ordinary member, i.e. €110,000.

In view of the increased responsibility attaching to Audit Committee membership and thus the greater amount of time that members are required to dedicate, the Supervisory Board also proposes raising the remuneration of ordinary Audit Committee members from €8,000 to €15,000 and that of the Audit Committee chairman from €16,000 to €45,000.

Furthermore, the Supervisory Board proposes increasing the attendance fee for meetings of the Supervisory Board and its committees from €1,250 to €1,500.

Remuneration paid to members of the Supervisory Board in 2016

The total remuneration paid to the Supervisory Board in 2016 was €1,165,750. Of this amount, €973,750 was attributable to remuneration for activities carried out by the Supervisory Board. The remuneration paid for committee work (including attendance fees) totalled €192,000. The following table shows the breakdown of remuneration paid to each Supervisory Board member for 2016: > TABLE 010

In 2016, no company in the KION Group paid or granted any remuneration or other benefits to members of the Supervisory Board for services provided as individuals, such as consulting or brokerage activities. Nor were any advances or loans granted to members of the Supervisory Board.