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Software AG GB 2012, englisch

06 HIGHLIGHTS 08 LETTER FROM THE MANAGEMENT BOARD 12 THE COMPANY 38 SOFTWARE AG SHARE 46 CORPORATE GOVERNANCE 58 REPORT OF THE SUPERVISORY BOARD 68 GROUP MANAGEMENT REPORT 155 CONSOLIDATED FINANCIAL STATEMENTS 245 FURTHER INFORMATION 137 in € Change in present value (DBO) from pension commitments 2011 Present value of pension commitments Dec. 31, 2011 Karl-Heinz Streibich (Chief Executive Officer) 329,879.00 3,327,454.00 David Broadbent (until July 18, 2011) 118,659.00 563,714.00 Dr. Wolfram Jost 273,833.00 373,918.00 Arnd Zinnhardt 57,158.00 995,629.00 Supervisory Board remuneration Remuneration for Supervisory Board members is made up of fixed and performance-related components. Members receive additional remuneration for their work on the Com- mittees (Committee for Compensation and Succession Issues, Audit Committee, Strategy Committee, Mediation Committee and Nominating Committee). Their remuneration was restructured by a resolution passed at the Annual Share- holders’ Meeting on May 4, 2012. The changes affect mainly the amount of remuneration and the calculation of perfor- mance-related components. The fixed annual compensation of Supervisory Board mem- bers is €50,000 (2011: €40,000). In addition, members of the Supervisory Board receive performance-based annual compensation in the amount of €500 for every started per- centage point by which Group earnings per share (basic) increase in comparison to Group earnings per share (basic) averaged over the defined period of time for comparison. The period of time used for comparison is the two prior fiscal years. The figures reported in the consolidated financial statements in accordance with International Financial Reporting Stan- dards (IFRS) for the relevant fiscal year or fiscal years are utilized for calculating performance-related remuneration. Remuneration of the Chairman/Deputy Chairman The Chairman of the Supervisory Board receives twice the remuneration stated, and the Deputy Chairman one-and-a- half times such amount. Other arrangements Members of the Supervisory Board also receive €1,500 each time they attend a meeting of one of their committees in person. Attendance compensation is paid only once for mul- tiple committee sessions occurring on the same day or for a session that takes place over consecutive days. The atten- dance compensation is €2,500 for the committee chairs. Remuneration is payable one week after approval of the financial statements for the year by the Supervisory Board or, if applicable, the Annual Shareholders’ Meeting. Members of the Supervisory Board who were on the Board for only a part of the fiscal year will receive remuneration for each day during the first month of activity and one-twelfth of the annual remuneration for each additional month THE SOFTWARE AG GROUP 69 ECONOMIC CONDITIONS 78 BUSINESS TREND AND ECONOMIC SITUATION 80 FINANCIAL PERFORMANCE 82 FINANCIAL POSITION 89 FINANCIAL STATEMENTS OF SOFTWARE AG 92 (PARENT COMPANY) ADDITIONAL EARNINGS-RELATED FACTORS 95 TAKEOVER-RELATED DISCLOSURES 125 REMUNERATION REPORT 127 RISK REPORT 139 EVENTS AFTER THE BALANCE SHEET DATE 149 FORECAST 151