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The following remuneration report also forms part of the Notes.

The total remuneration of the Board of Management members is determined by the Executive Committee, which is headed by the chairman of the Supervisory Board. The Supervisory Board discusses the structure of the remuneration system based on the recommendation submitted by the Executive Committee and reviews it regularly.The remuneration of the Board of Management reflects the size and global reach of the company, its economic and financial situation and the roles fulfilled by the individual members. It is set to ensure competitiveness with comparable German and international companies, thus incentivising the Board of Management members to deliver maximum performance and achieve results. The Supervisory Board conducts regular reviews to determine whether the remuneration of the Board of Management is appropriate, taking into account the company’s results, the industry in which it operates and its future prospects.

The remuneration of the Board of Management is performance-based and comprises fixed and variable elements as well as long-term incentives.

Components not linked to performance are the basic salary, fringe benefits and pension commitments. The basic salary is paid monthly. Fringe benefits are comprised mainly of the use of company cars, the reimbursement of travel expenses, a telephone allowance, supplements for insurance premiums as well as special allowances and benefits for assignments outside Germany.

The variable, performance-linked element is the annual bonus. The Executive Committee of the Supervisory Board exercises its due discretion to determine the annual bonus on the basis of the company’s performance. The amount of the bonus reflects the extent to which predefined targets are achieved or exceeded. Achievement of the upper target for the financial year is rewarded with the maximum annual bonus. The maximum annual bonus opportunity is 100% of the annual basic salary. In addition, the Supervisory Board can elect to award an appropriate special bonus for extraordinary achievement.

As a variable remuneration component with long-term incentive effect, the Board of Management members receive stock appreciation rights (SARs) issued on the basis of a long-term incentive plan.

The remuneration paid to active members of the Board of Management in the financial year 2007 totalled €15.70 million (previous year: €18.50 million). This amount comprised €8.68 million in non-performance-related components (previous year: €9.65 million) and €7.02 million in bonuses (previous year: €8.85 million). The members of the Board of Management were granted a total of 1,375,000 SARs in financial year 2007 with a total value of €6.37 million (previous year: €6.38 million) at the time of issue (1 July 2007).

The table below presents an individual breakdown of the remuneration paid and covers all activities of the members of the Board of Management within the Group:

Remuneration of the Group’s Board of Management in financial year 2007

 

Components not linked to performance

 

Performance-linked components

 

 

 

Components with long-term incentive effect

 

 

Basic salary

 

Fringe benefits

 

Bonus

 

Total

 

Number of SARs

 

Value of SARs on
1 July 2007

Dr Klaus Zumwinkel, Chairman

 

1,499,558

 

57,084

 

1,226,639

 

2,783,281

 

330,000

 

1,527,900

John Allan

 

860,000

 

436,312

 

781,740

 

2,078,052

 

55,000

 

254,650

Dr Frank Appel

 

867,167

 

31,527

 

709,342

 

1,608,036

 

220,000

 

1,018,600

Prof. Dr Edgar Ernst
(until 30 September 2007)

 

711,113

 

22,829

 

711,113

 

1,445,055

 

220,000

 

1,018,600

Jürgen Gerdes (since 1 July 2007)

 

357,500

 

18,728

 

292,435

 

668,663

 

110,000

 

509,300

Dr Wolfgang Klein (since 1 July 2007)

 

437,500

 

24,947

 

397,688

 

860,135

 

0

 

0

John P. Mullen

 

860,000

 

521,443

 

877,836

 

2,259,279

 

220,000

 

1,018,600

Dr Hans-Dieter Petram
(until 30 June 2007)

 

497,779

 

13,548

 

497,779

 

1,009,106

 

0

 

0

Walter Scheurle

 

860,000

 

25,865

 

703,480

 

1,589,345

 

220,000

 

1,018,600

Prof. Dr Wulf von Schimmelmann
(until 30 June 2007)

 

555,000

 

14,960

 

825,500

 

1,394,960

 

0

 

0

Total

 

7,505,617

 

1,167,243

 

7,023,052

 

15,695,912

 

1,375,000

 

6,366,250