[45] Remuneration of the Executive Board and Supervisory Board
Executive Board
Responsibilities
Gordon Riske is Chief Executive Officer (CEO) and his responsibilities include strategy/business development, corporate communications, corporate office, internal audit, compliance, KION Warehouse Systems, KION synergies/platforms (until 31 July 2015), the North America region and the South America region. On 15 January 2015, he also became CEO of both the Linde Material Handling GmbH and the STILL GmbH brand companies. He also assumed responsible for quality (until 31 July 2015).
Dr Eike Böhm was appointed to the Executive Board in the newly created role of Chief Technology Officer (CTO) with effect from 1 August 2015. In this function, he holds groupwide responsibility for research and development (R&D), product strategy, innovation, production system, assurance and procurement. By comprehensively restructuring R&D in this way, the KION Group aims to harness the full potential of cross-brand synergies in product development.
Bert-Jan Knoef stepped down from the Executive Board of KION GROUP AG on 15 January 2015. He was CEO and Labour Relations Director of the brand company STILL GmbH. He oversaw all cross-brand logistics activities and managed the intra-group logistics service provider, Urban.
Theodor Maurer was CEO and Labour Relations Director of the brand company Linde Material Handling GmbH until his departure from the KION GROUP AG Executive Board on 15 January 2015. He was also responsible for quality, facility management and health, safety & environment (HSE).
Ching Pong Quek is Chief Asia Pacific Officer and heads up the KION Group’s entire Asia business.
Dr Thomas Toepfer is Chief Financial Officer (CFO) and his responsibilities include accounting, tax, financial services, corporate finance, investor relations, M&A, controlling, HR/Labour Relations Director, legal affairs, IT, purchasing (until 31 July 2015) and data protection. On 15 January 2015, he also assumed responsibility for facility management/HSE and logistics/Urban.
In November 2015, the Supervisory Board of KION GROUP AG decided to redefine the organisational structure of the KION Group. In future, the KION Group’s business with customers will be organised into four operating units: Linde Material Handling EMEA, STILL EMEA, KION APAC and KION Americas. EMEA comprises the Europe, Middle East and Africa regions. APAC is the Asia-Pacific region. The Americas region covers both North America and South America. The responsibilities of the members of the KION GROUP AG Executive Board changed accordingly with effect from 1 January 2016 and are described below.
Gordon Riske is responsible for the Linde Material Handling EMEA, STILL EMEA and KION Americas operating units and for the independent brand Egemin Automation. He also remains in charge of the following group functions: communications, the corporate office and compliance, internal audit and strategy & business development.
Product strategy, R&D, innovation, production system, quality assurance and procurement have now been brought together in the newly created CTO organisation headed by Chief Technology Officer Dr Eike Böhm.
Ching Pong Quek is head of the KION APAC operating unit.
Dr Thomas Toepfer continues to be in charge of accounting, financial services, corporate finance, investor relations, M&A, controlling, HR, IT and legal affairs.
Remuneration
The remuneration paid to the Executive Board comprises a fixed salary and non-cash benefits, pension entitlements and performance-related components. The variable performance-related components are paid each year on the basis of the Group’s performance. In addition, there are performance-related components in the form of the KION performance share plan for all Executive Board members. The pension entitlements consist of retirement, invalidity and surviving dependants’ benefits.
An expense of €16.7 million was recognised for the total remuneration for members of the Executive Board in 2015 (2014: €21.0 million). This consisted of short-term remuneration amounting to €4.8 million (2014: €5.7 million), post-employment benefits totalling €0.9 million (2014: €0.9 million), termination benefits of €1.5 million (2014: €8.8 million) and share-based payments of €9.6 million (2014: €5.6 million). The short-term remuneration comprised non-performance-related components amounting to €2.3 million (2014: €3.0 million) and performance-related components amounting to €2.5 million (2014: €2.7 million). The current service cost resulting from pension provisions for the Executive Board is reported under post-employment benefits. The long-term incentive components take the form of a performance share plan (see also note [44]). In addition, one Executive Board member was promised a special bonus, to be paid in two tranches, that would be awarded in the event of a successful IPO; this bonus was also counted as a long-term incentive in 2014.
Under section 314 HGB, disclosure of the expense for share-based payments is not required. Rather, the payments must be included in the Executive Board members’ remuneration for the year in which they are paid on the basis of the fair value at the individual grant dates. The fair value of the share-based payments at their individual grant dates amounted to €4.6 million (2014: €5.6 million). Furthermore, disclosure of post-employment benefits (expense of €0.9 million; 2014: expense of €0.9 million) and of termination benefits (expense of €1.5 million; 2014: expense of €8.8 million) is not required. In 2014, differences between variable remuneration calculated on the basis of preliminary total target achievement (benefits granted) and the one-year variable remuneration actually paid in the next year on the basis of the individual performance of each Executive Board member, which amounted to an expense of €0.3 million (allocation), were also not disclosed. On this basis, the total remuneration of the members of the Executive Board pursuant to section 314 HGB came to €9.4 million (2014: €10.9 million).
As in the previous year, no loans or advances were made to members of the Executive Board in 2015. The present value of the defined benefit obligation in respect of Executive Board members as at 31 December 2015 was €6.1 million (31 December 2014: €8.1 million).
The total remuneration paid to former members of the Executive Board in 2015 amounted to €0.2 million (2014: €0.2 million). Defined benefit obligations to former members of the Executive Board or their surviving dependants amounting to €8.8 million (2014: €6.1 million) were recognised in accordance with IAS 19.
Further details of Executive Board remuneration, including the individual amounts for each member, can be found in the remuneration report of this annual report.
Supervisory Board
The total remuneration paid to the members of the Supervisory Board for the performance of their tasks at the parent company and subsidiaries in 2015 amounted to €1.2 million (2014: €1.2 million). There were no loans or advances to members of the Supervisory Board in 2015. Furthermore, the members of the Supervisory Board did not receive any remuneration or benefits for services provided as individuals, such as consulting or brokerage activities.
Members of the Supervisory Board also received short-term employee benefits of €0.8 million for employee services (2014: €0.7 million).