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Software AG GB 2013. englisch

Committees To fulfill its duties efficiently in 2013, the Supervisory Board established the Com- mittee for Compensation and Succession Issues, the Audit Committee, the Nominat- ing Committee, the Strategy Committee and, pursuant to section 27, paragraph 3 of the Codetermination Act, the mandatory Mediation Committee. The committees prepare the Supervisory Board’s resolutions and topics to be discussed by the plenum. Decision-making powers were transferred to the committees to the extent allowable. The committee chairs reported to the Supervisory Board plenum about the results of the respective committee meetings. The Mediation Committee has the number of members required by law (four) and is constituted based on parity. It was chaired by Andreas Bereczky. The Mediation Committee did not convene in 2013. The Committee for Compensation and Succession Issues prepares staff-related decisions made by the Supervisory Board to the extent that they affect the remuneration policy of the members of the Management Board. It has four members and is constituted based on parity. It was chaired by Andreas Bereczky. The Committee for Compensation and Succession Issues met three times in fiscal year 2013. It dealt with personnel matters related to the Management Board, particularly the Management Board members’ defined targets for fiscal 2013, preparation of the Supervisory Board’s decision regarding their achievement of these targets and the resulting determination of their achieved variable remuner- ation for fiscal 2012, and the early reappointment of Mr. Karl-Heinz Streibich as member and Chairman of the Management Board. 55 Corporate Governance Group Management Report Consolidated Financial Statements Notes Additional Information Report of the Supervisory Board

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