Annual Report 2015

Remuneration report

Authority and definition process

The basic features of the remuneration policy are elaborated by the Compensation Committee (COC)

and approved by the Board of Directors, which also approves the Group bonus plan and the long-

term incentive plan (LTI). The Board of Directors fixes annually the remuneration of the Directors and

of the members of the Group Executive Board, based on suggestions of the COC and within the

limits approved by the shareholders. The Directors, whose remuneration is decided on, also partici-

pate in the meeting. The Board of Directors reviews annually the main features of the remuneration

policy, approves the fixed portion of the remuneration of the Group Executive Board members

and defines the targets for the Group bonus plan as well as the parameters for the LTI. The Board of

Directors has not engaged third-party consultants for the elaboration of the salary policy or of

compensation programs. The Board of Directors annually submits the proposal for the maximum

aggregate total compensation of the members of the Board of Directors and the Group Executive

Board to the Annual General Meeting for prospective approval by the shareholders. For a detailed

description of the rules on the vote on pay at the Annual General Meeting, reference is made to §14

of the Articles of Association

Relations/Articles_of_Association.pdf).

For the rules in the Articles of Association on the principles applicable to performance-related

pay and to the allocation of equity securities as well as the additional amount for payments to new

members of the Group Executive Board appointed after the vote on pay at the Annual General Meeting

as well as on loans, credit facilities and post-employment benefits for members of the Board

of Directors and the Group Executive Board, reference is made to §24 of the Articles of Association.

Remuneration of the Board of Directors

The remuneration of the Board of Directors consists of the annual fee and of the compensation for

representation expenses. The remuneration is determined at the discretion of the Board of Directors,

taking into consideration the remuneration at companies with comparable size, industry and

globalization.

The members of the Board of Directors may opt to obtain all or part of their remuneration in cash

or in Autoneum shares. The cash component is paid out in December of the related business

year. The shares are delivered in the respective year and blocked for three years. The share price appli-

cable for the conversion of the remuneration into shares is based on the average trading price of

the ten trading days following the dividend payment, discounted to reflect a three-year blocking period.

Remuneration of the Group Executive Board

Remuneration of the Group Executive Board consists of a fixed component, a performance-related

bonus and the participation in the long-term incentive plan (LTI). Remuneration is determined at the

discretion of the Board of Directors taking into consideration function, responsibility and experience,

as well as remuneration at comparable industrial companies for which information is publicly

available or known to the Directors from their experience or office at similar companies. Industrial

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Autoneum Financial Report 2015

Remuneration report