DHL 2014 Annual Report Download - page 47

e terms and conditions of the bonds issued under the Debt Issuance Programme
established in March  and of the convertible bond issued in December  also
contain change of control clauses. In case of a change of control within the meaning of
the terms and conditions, creditors are, under certain conditions, granted the right to
demand early redemption of the respective bonds. Furthermore, a framework agree-
ment exists concerning the supply of fuel, based on which fuel in the value of a high
double-digit million amount was obtained in the reporting year and which, in case of
a change of control, grants the supplier the right to bring the business relationship to a
close without notice.
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 at the end of a given month, and
to terminate their Board of Management contract (right to early termination). In the
event the right to early termination is exercised or a Board of Management 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 the cap pursuant to
the recommendation of No. .. of the German Corporate Governance Code, with
the specication outlined in the remuneration report. With respect to options from
the Long-Term Incentive Plan, the Board of Management member will be treated as if
the waiting period for all options had already expired upon cessation of the Board of
Management contract. e options eligible for exercise may then be exercised within
six months of cessation of the contract. With regard to the Share Matching Scheme for
executives, the holding period for the shares will become invalid with immediate eect
in the event of a change of control of the company. In any such case, the employer will
be responsible for any tax disadvantages resulting from reduction of the holding period.
Exempt from this are taxes normally incurred aer the holding period.
Remuneration of the Board of Management
and the Supervisory Board
e basic features of the remuneration system for the Board of Management and the
Super visory Board are described in the Corporate Governance Report under Remuner-
ation report. e latter also forms part of the Group Management Report.
Research and development
As a service provider, the Group does not engage in research and development activ-
ities in the narrower sense and therefore has no signicant expenses to report in this
connection.
Corporate Governance, page  ff.
Deutsche Post  Group —  Annual Report
41
Group Management Report — GENERAL INFORMATION — Disclosures required by takeover law —
Remuneration of the Board of Management and the Supervisory Board — Research and development