DHL 2013 Annual Report Download - page 129

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 section .. of the German Corporate
Governance Code, as amended on  May , Board of Management contracts con-
tain a provision stipulating that in the event of the premature termination of a Board of
Management member’s contract, the severance 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 including fringe benets (severance payment cap).
e severance payment cap is calculated without any special remuneration or the value
of rights allocated from long-term incentive plans.
In the event of a change in control, any member of the Board of Management is
entitled to resign their 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 of 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
possession 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 com-
pany as a dependent entity in accordance with section  of the Aktiengesetz (AktG –
German Stock Corporation Act) 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 Reorganisation 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.
In the event that the right to early termination is exercised or a Board of Manage-
ment contract is terminated by mutual consent within nine months of the change of
control, the Board of Management member is entitled to payment to compensate the
remaining term of their Board of Management contract. Such payment is limited to
  of the severance payment cap pursuant to the recommendation of the German
Corporate Governance Code. e amount of the payment is reduced by   if the Board
of Management member has not reached the age of  upon leaving the company. If
the remaining term of the Board of Management contract is less than two years and the
Board of Management member has not reached the age of  upon leaving the company,
the payment will correspond to the severance payment cap. e same applies if a Board
of Management contract expires prior to the Board of Management member’s reaching
the age of  because less than nine months remained on the term of the contract at the
time of the change of control and the contract was not renewed.
Board of Management members are also subject to a non-compete clause, taking
eect on the cessation of their contracts. During the one-year non-compete period, for-
mer Board of Management members receive   of their last contractually stipulated
annual base salary on a pro-rata basis as compensation each month. Any other income
earned during the non-compete period is subtracted from the compensation paid. e
amount of the compensation payment itself is deducted from any severance payments or
pension payments. Prior to, or concurrent with, cessation of the Board of Management
125Deutsche Post DHL 2013 Annual Report
Corporate Governance Report
Remuneration report
Corporate Governance