This Compensation Report was written by the Board of Directors in accordance with the Swiss Code of Obligations, the Ordinance Against Excessive Compensation in Listed Joint Stock Companies (VegüV), the SIX Swiss Exchange Directive on Information relating to Corporate Governance and the principles of the Swiss Code of Best Practice for Corporate Governance. The Articles of Incorporation were adapted to comply with the law. As per the applicable Articles of Incorporation, since 2015 the General Assembly approves the requests of the Board of Directors with regard to the maximum total amounts of compensation for the Board of Directors for the period until the next ordinary General Assembly and the maximum total amounts of fixed and variable compensation for the Executive Board for the current business year. For members of the Management Board appointed after the annual total compensation is approved, an additional amount is available per new member of a maximum of 25% of the most recently approved total amount of fixed compensation for the Management Board per business year, if the approved total amount for the corresponding business year is insufficient.
The complete statutory rules governing voting on compensation by the General Assembly (Art. 22), the applicable additional amount of compensation for additional members of the Executive Board if an approved total amount is insufficient (Art. 23), and the rules on performance-based compensation and the distribution of shares, conversion rights and option privileges (Art. 21), loans and credits (Art. 24) can be found on our website at the following URL:
Paid compensation is disclosed according to the accrual principle of the accounting standards (independent of cash flows), meaning all compensation is listed in the period (in this case the business year) in which it is included in the financial statements. This also applies to the share component of the existing HIAG Immobilien Holding AG 2014 – 2018 Long Term Incentive Plan (HIAG Immobilien LTIP) based on the issuance of restricted shares. For the cash component of an LTIP, an annual calculation is performed and a new provision is generated or the provision from the previous year is adjusted. The Management Board is composed of the members of the Executive Board and the Extended Executive Board of the HIAG Immobilien Holding Group (HIAG). The Management Board is equivalent to the “Executive Board” as per the Articles of Incorporation of HIAG Immobilien Holding AG (company) and the Ordinance Against Excessive Compensation in Listed Joint Stock Companies (VegüV).