Corporate Governance
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The Chairman of the Supervisory Board outlined the main points of the Executive Board compensation system and any changes to it at the General Shareholders' Meeting in May 2006. This will be repeated at the 2007 meeting.

Compensation report

Executive Board compensation for the 2006 fiscal year
At the proposal of its Human Resources Committee, the full Supervisory Board regularly reviews the structure of the Executive Board compensation system. Specifics regarding the amount of Executive Board compensation are decided by the Human Resources Committee.

Executive Board member compensation comprises a fixed annual salary supplemented by performance-linked components. The fixed component constitutes basic compensation not linked to performance and is paid as a monthly salary; Executive Board members additionally receive supplementary compensation in the form of non-cash benefits. Non-cash benefits mostly comprise amounts to be recognized for tax purposes for private use of company cars and accident insurance. The value of performance-linked compensation depends on the performance of the Company and the personal performance of Executive Board members themselves.
Executive Board compensation also includes pension awards, other awards in the event of termination of office, and participation in the Group's variable compensation arrangements combining long-term incentives with an element of risk.

Total compensation for the work of Executive Board members in the year under review was EUR 7,153,000 comprising EUR 3,258,000 in fixed compensation, EUR 3,778,000 in performance-linked compensation and EUR 117,000 in non-cash benefits.

Executive Board compensation for past fiscal years
Amounts paid in 2006 for offices held within the Group comprised EUR 300,000 in fixed compensation (EUR 223,000 to Dr. Hans-Peter Keitel, EUR 36,000 to Dr. Peter Noé and EUR 41,000 to Dr. Hans-Georg Vater) and EUR 251,000 in performance- linked compensation for FY 2005 (EUR 168,000 to Dr. Hans-Peter Keitel, EUR 35,000 to Albrecht Ehlers, EUR 27,000 to Dr. Herbert Lütkestratkötter, EUR 18,000 to Dr. Peter Noé and EUR 3,000 to Dr. Hans-Georg Vater). An additional EUR 1.2 million in performance-linked compensation for Dr. Keitel was also accounted for in 2006 which originated in past fiscal years but which will only be paid out in 2008 and 2009.


Compensation for the 2006 fiscal year

(EUR thousand) Fixed compensation Performance-linked
compensation
Non-Cash
benefits
Total
Dr. Keitel 840 974 18 1.832
Ehlers 453 525 15 993
Dr. Lohr 440 510 28 978
Dr. Lütkestratkötter 485 563 12 1.060
Dr. Noé 480 557 16 1.053
Dr. Rohr 440 510 23 973
Dr. Vater (until March 2006) 120 139 5 264
Executive Board total 3.258 3.778 117 7.153
Executive Board total 2005 3.160 4.438 87 7.685
 
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