Audi 2015 Annual Report Download - page 207

CORPORATE GOVERNANCE REPORT
REMUNERATION REPORT
>> 207
REMUNERATION REPORT
/SYSTEM OF REMUNERATION FOR THE SUPERVISORY
BOARD AND BOARD OF MANAGEMENT
The remuneration report contains a description of the princi-
ples used by Audi to set the fixed and variable remuneration
paid to the Board of Management and Supervisory Board. Also
included is information on the pension arrangements for mem-
bers of the Board of Management. Additionally, the remunera-
tion report includes details of the remuneration paid to mem-
bers of the Supervisory Board of AUDI AG, broken down by
individual member and by component. Disclosure has not been
made of the remuneration paid to each individual member of
the Board of Management, by name, pursuant to Section 314,
Para. 1, No. 6a) of the German Commercial Code (HGB), as the
2011 Annual General Meeting adopted a corresponding resolu-
tion valid for a period of five years. The members of the Board
of Management and details of their seats on other supervisory
boards and regulatory bodies – as defined in Section 285,
No. 10 of the German Commercial Code (HGB) and Section 125,
Para. 1, Sentence 5 of the German Stock Corporation Act
(AktG) – are listed in the Corporate Governance Report.
/BASIC FEATURES AND DEVELOPMENT OF
REMUNERATION PAID TO THE BOARD OF
MANAGEMENT
The remuneration paid to active Board of Management mem-
bers, in keeping with the German Act on the Appropriateness
of Management Board Remuneration (VorstAG; Section 87,
Para. 1 of the German Stock Corporation Act [AktG]), is geared
towards the sustainable development of the Company.
The 121st Annual General Meeting of AUDI AG, held on May
20, 2010, approved the system of remuneration for members
of the Board of Management with a majority of 99.70 percent
of the votes cast.
Overall, the remuneration structure for the Board of Manage-
ment does not yet involve any pay caps, either overall or with
regard to the variable components.
The aim is for the level of remuneration to be appropriate and
attractive by national and international comparison. The rele-
vant criteria include the remit of the individual Board member,
the member’s personal performance, the Company’s economic
situation, performance and future prospects, and also the
standard nature of the remuneration, taking account of com-
petitors on the market and the pay structure otherwise in
place at Audi. Regular comparisons of remuneration levels are
carried out in this regard.
// COMPONENTS OF THE REMUNERATION PAID TO
THE BOARD OF MANAGEMENT
The remuneration paid to the Board of Management is struc-
tured in such a way as to promote a form of management that
is conducive to the long-term development of the Audi Group.
Consequently, the remuneration comprises both fixed and
variable components. The fixed components guarantee basic
remuneration that enables the individual members of the
Board of Management to execute their duties conscientiously
and in the best interests of the Company, without becoming
dependent upon achieving short-term targets. At the same
time, variable components – based, for example, on the
Company’s economic success – act as a long-term incentive.
The remuneration paid to members of the Board of Manage-
ment for the 2015 fiscal year amounts to EUR 20,079
(24,908) thousand, of which EUR 4,691 (4,939) thousand
relate to fixed remuneration components and EUR 15,388
(19,969) thousand to variable components.
/// FIXED REMUNERATION
The fixed remuneration for members of the Board of Manage-
ment of AUDI AG totaled EUR 4,691 (4,939) thousand during
the past fiscal year. Alongside basic remuneration, paid monthly
in the form of a salary, this also includes other benefits such as
remuneration for appointments at Audi Group companies, the
covering of costs/monetary benefit associated with remunera-
tion in kind and fringe benefits, the provision of a company car
and payment of insurance premiums. Taxes applicable to bene-
fits in kind are paid by AUDI AG in accordance with Company
guidelines.
The basic remuneration is reviewed regularly and adjusted as
necessary.