2. Remuneration of the Supervisory Board

The remuneration of the Supervisory Board is determined at the Annual General Meeting based on a proposal from the Executive Board and Supervisory Board. It is governed by Article 11 of the articles of association.

As a result of a resolution passed at the Annual General Meeting on 29 May 2013, the relevant amendments were made to the articles of association with effect from 30 May 2013. The remuneration of the Supervisory Board in 2013 was therefore based on the old articles of association until 29 May 2013 and on the amended articles from 30 May 2013. From the 2014 financial year, only the rules set out in the amended articles apply to the remuneration of the Supervisory Board.

Supervisory Board remuneration structure from 30 May 2013

Under the new system approved at the 2013 Annual General Meeting, the remuneration of the Supervisory Board changed so that it comprises only fixed emoluments.

Annual fixed emoluments

Each member of the Supervisory Board receives annual fixed emoluments of EUR 150,000.

Emoluments of the Chairman and Deputy Chairmen of the Supervisory Board

The Chairman of the Supervisory Board receives annual fixed emoluments of EUR 450,000 and each of the Deputy Chairmen receives annual fixed emoluments of EUR 225,000. These fixed amounts also include the recompense for chairing and serving on committees.

Emoluments of the Standing Committee and Audit Committee

Each member of the Standing Committee and the Audit Committee (excluding the Chairman and Deputy Chairmen of the Supervisory Board) receives EUR 30,000 in addition to his or her annual fixed emoluments and the Chairman of the Audit Committee receives EUR 60,000 in addition to his or her annual fixed emoluments.

Attendance fees

The company pays members of the Supervisory Board an attendance fee of EUR 1,000 every time they attend a Supervisory Board meeting or committee meeting. This amount remains unchanged if several meetings take place on the same day.

Payment date, VAT and reimbursement of expenses

The remuneration of the Supervisory Board is paid after the end of the relevant financial year. The company reimburses members of the Supervisory Board for their expenses and also for VAT on their emoluments and on their expense reimbursements. The company can take out liability insurance for the benefit of members of the Supervisory Board to cover the legal liability arising from their activities as Board members.

Voluntary personal investment

In connection with the change in the remuneration system of the Supervisory Board approved at the 2013 Annual General Meeting, the members of the Supervisory Board made a personal commitment to the Supervisory Board that, in return for 25 percent of the fixed gross emoluments payable in each financial year, they would purchase Linde shares and in each case hold these shares for the duration of their membership of the Supervisory Board of Linde AG. This does not apply if the Supervisory Board members remit at least 85 percent of their fixed emoluments to the Hans Böckler Foundation in accordance with the guidelines of the Confederation of German Trade Unions (DGB) or to the employer as a result of an obligation under a service or employment contract. If in these cases the proportion of fixed emoluments transferred is less than 85 percent, the personal commitment applies to the proportion of the fixed emoluments which has not been transferred.

On 20 March 2014, the Supervisory Board members fulfilled their personal commitment for the first time. No cost arose for the company as a result. The Supervisory Board members purchased shares via the stock market and informed the company of their share purchases as required by the German Securities Trading Law (WpHG).

Supervisory Board remuneration structure until 29 May 2013

According to the rules governing the remuneration of the Supervisory Board until 29 May 2013, the emoluments of the members of the Supervisory Board comprised two components: a fixed component and a variable component which was dependent on the Group’s performance. Part of the variable component depended on the dividend. Another part was linked to the return on capital employed (ROCE) for The Linde Group in the relevant financial year.

Fixed emoluments

Each member of the Supervisory Board received annual fixed emoluments of EUR 50,000, paid after the end of the financial year.

Variable emoluments

The first part of the variable remuneration for each member of the Supervisory Board was EUR 300 for each EUR 0.01 by which the dividend declared at the Annual General Meeting exceeded a dividend of EUR 0.50 per share with full dividend entitlement. The second part of the variable remuneration was EUR 450 for each 0.1 percent by which the return on capital employed (ROCE) of The Linde Group exceeded the rate of 7 percent in the relevant financial year. ROCE was determined on the basis of information in the relevant audited Group financial statements in accordance with IFRS and the articles of association.

The variable remuneration was paid on the day after the Annual General Meeting which determined the appropriation of profit.

Emoluments of the Chairmen, Deputy Chairmen and committee members

The Chairman of the Supervisory Board received three times the fixed and variable emoluments, while each Deputy Chairman and each member of the Standing Committee received one and a half times the fixed and variable emoluments. The Chairman of the Audit Committee received an additional EUR 40,000 and every other member of the Audit Committee an additional EUR 20,000. However, if a member of the Supervisory Board held several offices at the same time which paid a higher level of remuneration, he or she only received the remuneration for the office which was the most highly paid.

Attendance fees

The company paid members of the Supervisory Board an attendance fee of EUR 500 every time they attended a Supervisory Board meeting or committee meeting. This amount remained unchanged if several meetings took place on the same day.

VAT and reimbursement of expenses

Linde AG reimbursed members of the Supervisory Board for any necessary expenses incurred and for VAT on their emoluments.

Emoluments of the Supervisory Board for 2014

The total emoluments of the Supervisory Board (fixed emoluments and attendance fees) amounted to EUR 2,509,000 (2013: fixed emoluments, variable emoluments and attendance fees of EUR 2,452,248) plus VAT of EUR 476,710 (2013: EUR 465,927). The total cost for the attendance fees was EUR 79,000 (2013: EUR 57,500).

The following table lists the remuneration of the individual members of the Supervisory Board by component in the 2014 and 2013 financial years:

  (XLS:) Download XLS (29KiB)

Emoluments of the Supervisory Board

 

 

 

 

 

 

 

 

 

 

 

 

 

in €

 

 

 

Fixed emoluments1

 

Variable emoluments1

 

Emoluments for sitting on Audit Committee1

 

Attendance fees1

 

Total emoluments1

1

Amounts excluding VAT.

2

The employee representatives have decided to forward their remuneration to the Hans Böckler Foundation in accordance with the guidelines of the Confederation of German Trade Unions.

3

This includes the emoluments of Supervisory Board members Thilo Kämmerer, Matthew F. C. Miau and Jens Riedel, who all retired on 29 May 2013. Each of them received fixed emoluments of EUR 20,411, variable emoluments of EUR 37,780, attendance fees of EUR 1,000, giving total emoluments for each retired Supervisory Board member of EUR 59,191.

Dr Manfred Schneider (Chairman)

 

2014

 

450,000

 

 

 

10,000

 

460,000

 

2013

 

327,534

 

113,342

 

 

7,000

 

447,876

Hans-Dieter Katte2 (Deputy Chairman)

 

2014

 

225,000

 

 

 

10,000

 

235,000

 

2013

 

163,767

 

56,671

 

 

7,000

 

227,438

Michael Diekmann (Second Deputy Chairman)

 

2014

 

225,000

 

 

 

7,000

 

232,000

 

2013

 

163,767

 

56,671

 

 

4,000

 

224,438

Professor Dr Ann-Kristin Achleitner

 

2014

 

150,000

 

 

30,000

 

8,000

 

188,000

 

2013

 

109,178

 

37,780

 

25,917

 

6,000

 

178,875

Dr Clemens Börsig

 

2014

 

150,000

 

 

60,000

 

8,000

 

218,000

 

2013

 

109,178

 

37,780

 

51,836

 

6,000

 

204,794

Anke Couturier

 

2014

 

150,000

 

 

 

4,000

 

154,000

 

2013

 

109,178

 

37,780

 

 

3,000

 

149,958

Franz Fehrenbach (from 29.05.2013)

 

2014

 

150,000

 

 

 

4,000

 

154,000

 

2013

 

88,904

 

253

 

 

2,500

 

91,657

Gernot Hahl2

 

2014

 

150,000

 

 

60,000

 

10,000

 

220,000

 

2013

 

119,383

 

56,671

 

35,506

 

7,000

 

218,560

Dr Martin Kimmich2 (from 29.05.2013)

 

2014

 

150,000

 

 

 

4,000

 

154,000

 

2013

 

88,904

 

253

 

 

2,500

 

91,657

Klaus-Peter Müller

 

2014

 

150,000

 

 

30,000

 

6,000

 

186,000

 

2013

 

119,383

 

56,671

 

17,753

 

4,000

 

197,807

Xaver Schmidt2

 

2014

 

150,000

 

 

 

4,000

 

154,000

 

2013

 

109,178

 

37,780

 

 

3,000

 

149,958

Frank Sonntag2 (from 29.05.2013)

 

2014

 

150,000

 

 

 

4,000

 

154,000

 

2013

 

88,904

 

253

 

 

2,500

 

91,657

Total

 

2014

 

2,250,000

 

 

180,000

 

79,000

 

2,509,000

(in percent)

 

 

 

90

 

 

7

 

3

 

100

Total

 

2013

 

1,658,4913

 

605,2453

 

131,012

 

57,5003

 

2,452,2483

(in percent)

 

 

 

68

 

25

 

5

 

2

 

100

Loans, advances and other emoluments

At 31 December 2014, there were no loans or advances to members of the Supervisory Board. Moreover, the members of the Supervisory Board received no payments or advantages in 2014 or 2013 for services they provided individually, in particular advisory or agency services.