DHL 2015 Annual Report Download - page 127

Deutsche Post  Group —  Annual Report
of their annual base salary. e waiting period for the stock appreciation rights is four
years from the date on which they were granted. Aer expiration of the waiting period,
and provided an absolute or relative performance target has been achieved, some or all
of the  s can be exercised for a period of two years. Any  s not exercised during
the two-year period will expire.
To determine how many, if any, of the  s granted can be exercised, the average
share price or the average index value for the reference period is compared with that of
the performance period. e reference period comprises the last  consecutive trading
days prior to the issue date. e performance period is the last  trading days before
the end of the waiting period. e average (closing) price is calculated as the average
closing price of Deutsche Post shares in Deutsche Börse ’s Xetra trading system.
A maximum of four out of every six  s can be earned via the absolute performance
target, and a maximum of two via the relative performance target. If neither an absolute
nor a relative performance target is met by the end of the waiting period, the  s
attributable to the related tranche will expire without replacement or compensation.
One  is earned each time the closing price of Deutsche Post shares exceeds the
issue price by at least , ,  or  . e relative performance target is tied to the
performance of the shares in relation to the  Europe  Index , 
. It is met if the share price equals the index performance or if it out-
performs the index by at least  .
e proceeds from stock appreciation rights are limited to a maximum amount. e
individual amount limits for the  tranche can be seen in tables . and .. e
remuneration from stock appreciation rights may be limited by the Supervisory Board
in the event of extraordinary circumstances.
Provisions to cap severance payments pursuant to the Corporate Governance Code
recommendation, change-of-control provisions and post-contractual non-compete clauses
In accordance with the recommendation of the German Corporate Governance Code
(“”), Board of Management contracts contain a provision stipulating that in the
event of premature termination of a Board of Management member’s contract, the sev-
erance payment may compensate no more than the remaining term of the contract. e
severance payment is limited to a maximum amount of two years’ remuneration includ-
ing fringe benets (severance payment cap). e severance payment cap is calculated
exclusive of any special remuneration or the value of rights allocated from  s.
In the event of a change in control, any member of the Board of Management is
entitled to resign from oce for good cause within a period of six months following the
change in control, aer giving three months’ notice by the end of a given month, and to
terminate their Board of Management contract (right to early termination).
e contractual provisions stipulate that a change in control exists if a shareholder
has acquired control within the meaning of section   of the Wertpapiererwerbs- und
Übernahmegesetz (WpÜG – German Securities Acquisition and Takeover Act) via pos-
session of at least   of the voting rights, including the voting rights attributable to
such shareholder by virtue of acting in concert with other shareholders as set forth in
section  of the WpÜG or if a control agreement has been concluded with the company
as a dependent entity in accordance with section  of the AktG and such agreement
has taken eect or if the company has merged with another legal entity outside of the
Group pursuant to section  of the Umwandlungsgesetz (UmwG – German Reorganisa-
tion and Transformation Act), unless the value of such other legal entity, as determined
by the agreed conversion rate, is less than   of the value of the company.
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Corporate Governance — CORPORATE GOVERNANCE REPORT — Remuneration report