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. 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). 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 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.

As the general parameters had not changed significantly since the remuneration arrangements applicable to the Supervisory Board until 31 May 2017 which had been decided upon immediately prior to the IPO of KION GROUP AG in June 2013, the Supervisory Board decided it would be appropriate to also review its own remuneration in 2016, in addition to that of the Executive Board. To this end, a remuneration consultant who was independent of the Supervisory Board and the KION Group was commissioned to examine the appropriateness and market conformity of Supervisory Board remuneration at KION GROUP AG.

Based on the consultant’s findings, some aspects of the remuneration system for the Supervisory Board of KION GROUP AG were amended. Based on a resolution adopted by the Annual General Meeting on 11 May 2017, the fixed annual remuneration of ordinary members was increased from €45,000 to €55,000 as at 1 June 2017. The chairman of the Supervisory Board receives three times the amount of an ordinary member, i.e. €165,000, and his deputy receives 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 remuneration of ordinary Audit Committee members was raised from €8,000 to €15,000 and that of the Audit Committee chairman from €16,000 to €45,000; his deputy receives two times the amount of an ordinary member, i.e. €30,000.

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

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.

Remuneration paid to members of the Supervisory Board in 2017

The total remuneration paid to the Supervisory Board in 2017 was €1,386,416.67. Of this amount, €954,583.33 was attributable to remuneration for activities carried out by the Supervisory Board. The remuneration paid for committee work (including attendance fees) totalled € 431,833.33. The following table shows the breakdown of remuneration paid to each Supervisory Board member for 2017: > TABLE 010

In 2017, 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.