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WashTec Cleaning Technology GmbH

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Corporate Governance

Corporate Governance means the regulatory framework for responsible and transparent management and supervision of a company in the company’s interest, and with the aim of sustained added value creation. Essential therefore is the consideration of the needs of the employees and shareholders as well as all other affiliated groups of the company (stakeholder).

With the German Corporate Governance Code (“Code”), the “Government Commission German Corporate Governance Code” (“Commission”) aims to make Germany’s rules regarding management and supervision of a company transparent for both national and international investors, customers, employees and the public thus strengthening confidence in the management of German corporations. The Commission adopted the Code on February 26, 2002. Since then, the Government Commission has followed the development of Corporate Governance in legislation as well as in practice and verifies at least once a year the necessity of aligning the Code. The new versions of the Code are published in the German Federal Gazette (Bundesanzeiger) and can be downloaded from the website of the Commission.

WashTec understands Corporate Governance as a continuous process. Thus, WashTec AG’s management and supervisory boards regularly give their attention to satisfying the requirements of the Code and will attentively follow future developments. After careful consideration, WashTec AG decided not to implement all of the recommendations of the Code. Instead, the Company systematically applies Corporate Governance where it suits the size, type and structure of WashTec. However, in substantial respects, the recommendations and suggestions of the Code have been implemented.

Sustainable Management

Sustainable Development

As the worldwide leading supplier of products along the car wash value chain, WashTec meets the highest standards not only in matters involving product and service quality, but also in matters of environmental protection.

WashTec is committed to the principle of environmental sustainability, and therefore always manages its business affairs in a manner that uses resources and materials as efficiently as possible. Our environmentally friendly products allow us to help preserve the globally scarce sources of energy and raw materials.

Our goal is to offer our customers at all times the best possible products and processes as well as the best possible service for operating a successful car wash business. In order to review the extent to which we can satisfy this goal, we constantly carry out customer satisfaction surveys in which we review the level of satisfaction with our products and our customer service.

Due to the Company’s sustainable business model, WashTec shares are included as components in investment funds that focus on sustainable investment. In 2007, WashTec received the »SRI Pass-Status« as a sustainable investment (Sustainable & Responsible Investment).

Declaration of Conformity

Code of Ethics

Remuneration Report

Management Information

 

Management Board

More information about the Management Board

 

Remuneration of the management board

The supervisory board shall determine and regularly review the remuneration and remuneration system of the WashTec AG management board. In conformity with the Code, the remuneration system is, as a whole, structured in such a way as to take account of the duties of the respective management board member, his or her personal performance, and the performance of the management board as a whole, as well as the Company’s economic situation, success and prospects for the future as well as the conventionality of the remuneration when comparing it with peer groups and the remuneration structure which otherwise prevails in the Company. In this regard, the supervisory board takes into account, even over time, the management board remuneration relative to the compensation of senior management and of the staI members as whole.

The remuneration of the members of the management board comports with the statutory requirements of the German Stock Corporation Act and with the recommendations and suggestions contained in the Code. The remuneration system was last discussed by the supervisory board at its meeting of December 15, 2015 and adopted by resolution, including the major elements of remuneration (sec. 4.2.2 para. 1 of the Code). The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fixed and variable components, and in general, is directly tied to the sustained development of the Company. All of the components of remuneration are structured in such a way that each of them is reasonable both by itself and in the aggregate, and that they do not encourage the taking of unreasonable risks.

Fixed salary

The four acting members of the management board were paid a fixed non-performance related salary totaling € 1,013,678 (prior year: [two acting members of the management board]: € 611,955) for the year 2015. The fixed remuneration also includes benefi ts in-kind consisting, in particular, of the provision of company cars and insurance coverage. The fixed elements of remuneration ensure that the management board members receive basic compensation permitting them, as they go about discharging their duties, to act both in accordance with the well-understood best interests of the Company and with the due diligence of a prudent business person [ordentliche Kaufmann], without becoming dependent on purely short-term objectives for success.

Short-term variable remuneration – performance related components

The existing management board contracts provide for a management board remuneration that fully accords with the recommendations of the Code. The variable remuneration components here include short-term components linked to the achievement of various targets to be determined by the supervisory board. They should serve as an incentive mechanism for the management board and should be tied to the business performance of WashTec AG. The short-term, variable annual remuneration tracks the strategic and/or operational and/ or fi nancial targets that are set each year by the supervisory board.

Components providing long-term incentive

The current management board contracts provide for management board remuneration that fully satisfi es the recommendations of the Code. The long-term variable remuneration is based on a strategic and/or fi nancial and/or operating targets that are independently set by the supervisory board and have a multi-year assessment foundation. The remuneration is divided into two components that are based on identical objectives and chronological parameters. In this respect, the long-term components (a), the amount of which matches the respective short-term variable remuneration, can be doubled to the extent that the respective management board member invests the relevant amount in shares of the Company (b). The incentive phase runs from January 1, 2015 through December 31, 2017. Payments due at the of the incentive phase are dependent on the achievement of the agreed targets and the share price at the respective date.

Ms. Kalb will receive long-term variable remuneration for fiscal years 2015 and 2016, if the employment contract with her is not renewed.

By setting challenging targets, management board members were and are being granted a variable component of remuneration that takes into account both favorable and unfavorable developments (sec. 4.2.3, para. 2 of the Code). Under the Long Term Incentive Plans (LTIP), the ROCE and Total Shareholder Return were established as target benchmarks.

Recommendations of the German Corporate Governance Code

In accordance with section 4.2.5 para. 3 of the German Corporate Governance Code, the remuneration granted to each individual member of the management board, the received income and the pension expense are set forth individually in the tables below. The information about the grant and received income is separated according to fixed and variable compensation components and supplemented by information regarding the pension expense.

The fixed compensation components include the non-performance-related fixed salaries and incidental benefi ts. The variable performance-related compensation components are divided between the one-year variable compensation and the multi-year components of variable compensation.

Dr. Volker Zimmermann, Management Board Chairman as of Feb 1, 2015

Granted remuneration in €

2015 2015 Min 2015 Max
Fixed salary 302,500 302,500 302,500
Incidental benefi ts 14,051 14,051 14,051
Total 316,551 316,551 316,551
One-year variable compensation1) 155,833 155,833 155,833
Multi-year variable compensation
(long-term components)
728,097 0 1,020,000
Total 1,200,481 472,384 1,492,384
Pension expense 0 0 0
Total remuneration 1,200,481 472,384 1,492,384

1 Guaranteed annual bonus



As »granted remuneration«, the multi-year variable compensation is shown at the commitment value at the time the grant was made. For the Long Term Incentive Plan (LTIP), the »granted remuneration« equals the fair market value at the time the grant was made. Information about the individually achieved minimum and maximum remuneration is added to the compensation components.

The »received income« (»Zufl uss«) shown for the reporting year includes the fixed and variable compensation components that were actually paid out in the reporting year.

Karoline Kalb, Management Board Member as of Nov 1, 2013

Granted remuneration in €

2015 2015 Min 2015 Max 2014
Fixed salary 210,000 210,000 210,000 180,000
Incidental benefi ts 11,769 11,769 11,769 16,326
Total 221,769 221,769 221,769 196,326
One-year variable compensation1 90,000 30,000 135,000 100,000
Multi-year variable compensation
(long-term components)
321,203 0 404,640 0
Special premium (one-time) 20,000 20,000 20,000 0
Total 652,972 271,769 781,409 296,326
Pension expense 0 0 0 0
Total remuneration 652,972 271,769 781,409 296,326

1 Based on achieving 100 % of the goals; for fiscal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.



Rainer Springs, Management Board Member as of Feb 1, 2015

Granted remuneration in €

2015 2015 Min 2015 Max
Fixed salary 192,500 192,500 192,500
Incidental benefi ts 10,802 10,802 10,802
Total 203,302 203,302 203,302
One-year variable compensation1) 90,000 0 135,000
Multi-year variable compensation
(long-term components)
321,203 0 433,200
Total 614,505 203,302 771,502
Pension expense 0 0 0
Total remuneration 614,505 203,302 771,502

1 Based on achieving 100 % of the goals; for fiscal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.



Stephan Weber, Management Board Member as of Jan 1, 2015

Granted remuneration in €

2015 2015 Min 2015 Max
Fixed salary 260,000 260,000 260,000
Incidental benefi ts 12,056 12,056 12,056
Total 272,056 272,056 272,056
One-year variable compensation1) 140,000 140,000 140,000
Multi-year variable compensation
(long-term components)
452,965 0 542,400
Total 865,021 412,056 954,456
Pension expense 0 0 0
Total remuneration 865,021 412,056 954,456

1 Guaranteed annual bonus



Proceeds/Payouts in €

Dr. Volker Zimmermann, Management Board Chairman as of Feb 1, 2015

2015
Fixed salary 302,500
Incidental benefi ts 14,050
Total 316,550
One-year variable compensation
(erfolgsbezogene Komponente)
0
Special premium 0
Total 316,550
Pension expense 0
Total remuneration 316,550

1 Payout of the one-time variable remuneration from the prior year


Karoline Kalb, Management Board Member as of Nov 1, 2013

2015 2014
Fixed salary 210,000 180,000
Incidental benefi ts 11,769 16,326
Total 221,769 196,326
One-year variable compensation
(erfolgsbezogene Komponente)
100,0001 0
Special premium 20,000 0
Total 341,769 196,326
Pension expense 0 0
Total remuneration 341,769 196,326

Proceeds/Payouts in €

Rainer Springs, Management Board Member as of Feb 1, 2015

2015
Fixed salary 192,500
Incidental benefi ts 10,802
Total 203,302
One-year variable compensation
(erfolgsbezogene Komponente)
0
Special premium 0
Total 203,302
Pension expense 0
Total remuneration 203,302

1 Payout of the one-time variable remuneration from the prior year


Proceeds/Payouts in €

Stephan Weber, Management Board Member as of Jan 1, 2015

2015
Fixed salary 260,000
Incidental benefi ts 12,056
Total 272,056
One-year variable compensation
(erfolgsbezogene Komponente)
0
Special premium 0
Total 272,056
Pension expense 0
Total remuneration 272,056

1 Payout of the one-time variable remuneration from the prior year

Information under the German Corporate Governance Code for a member of the management board who resigned in 2015.

Dr. Jürgen Rautert, Management Board through Jan 30, 2015

Granted remuneration in €

2015 2014
Fixed salary 33,333 400,000
Incidental benefi ts 1,162 15,629
Total 34,496 415,629
One-year variable compensation 15,2781) 150,0002)
Multi-year variable compensation
(long-term components)
15,2781) 150,0002)
Total 65,052 715,629
Pension expense 0 0
Total remuneration 65,052 715,629

1 Based on achieving 100 % of the goals, pro rated for one month, discharged with a fl at severance payment in the amount of € 660,000 upon leaving the Company.
2 Based on achieving 100 % of the goals.



Dr. Jürgen Rautert, Management Board through Jan 30, 2015

Proceeds/Payouts in €

2015 2014
Fixed salary 33,333 400,000
Incidental benefi ts 1,162 15,620
Total 34,495 415,629
One-year variable compensation 01) 01)
Special premium 0 0
Total 34,495 415,629
Pension expense 0 0
Total remuneration 34,495 415,629

1 Discharge with a fixed severance payment in the amount of € 660,000 upon leaving the Company.



Total remuneration of the management board in 2015

The following table includes the total remuneration (or emoluments) that was granted to individual members of the management board for discharging their duties in the fiscal year and is divided according to fixed and variable remuneration.

The fixed remuneration includes the performance-related fixed salaries and incidental benefi ts. These items were paid out to management board members in fiscal year 2015.

The variable remuneration components include one-year variable and multi-year variable remuneration and special premiums (bonuses).

The one-year variable remuneration of fiscal year 2015 had been recognized in profit or loss in 2015, but not yet paid out to the management board members.

Total remuneration in 2015
in €
Dr. Volker
Zimmermann
Management Board Chairman
as of Feb 1, 2015
Karoline Kalb
Management Board Member
as of Nov 1, 2013
Rainer Springs
Management Board Member
as of Feb 1, 2015
Stephan Weber
Management Board Member
as of Jan 1, 2015
Total
Fixed salary 302,500 210,000 192,500 260,000 965,000
Incidental benefi ts 14,051 11,769 10,802 12,056 48,678
Total (fixed) 316,551 221,769 203,302 272,056 1,013,678
One-year variable compensation 155,833 135,000 135,000 140,000 565,833
Fair Value of the multi-year variable compensation at the time of granting 728,097 321,203 321,203 452,965 1,823,468
Special premium (one-time) 0 20,000 0 0 20,000
Total 883,930 476,203 456,203 592,965 2,409,301
Total remuneration 1,200,481 697,972 659,505 865,021 3,422,979
0 0 0 0 0
Multi-year variable remuneration (expense of the period) 324,890 128,886 137,983 172,765 764,523

The total remuneration of the former Management Board Chairman Dr. Jürgen Rautert, who resigned with eI ect from January 30, 2015, amounted to € 694,495 in 2015 (thereof a fixed remuneration in the amount of € 34,495 and a fl at severance payment of € 660,000).

The multi-year variable compensation (Long-Term Incentive Plan) is reported in each case at the fair market value at the time it was granted. The multi-year variable compensation is not paid out until the end of the incentive phase, which runs from January 1, 2015 through December 31, 2017. The amount of the payout at the end of the incentive phase is also dependent on whether the agreed targets and share price goals have been met at that point in time.

The expense recognized in fiscal year 2015 for the multi-year variable compensation is shown separately at the end of the tables.

The special premium (bonus) totaling € 20,000 was recognized in profit or loss and paid out.

The remuneration of the management board members who worked in 2014 were as follows:

Remuneration claim for fiscal year 2014
in €
Fixed Variable
Dr. Jürgen Rautert 415,629 300,000
Karoline Kalb 196,326 100,000
Total 611,955 400,000

Benefi ts following termination of employment

The current management board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractually-prescribed, non-compete covenant after the employment or service relationship ends.

The current management board contracts contain a provision, pursuant to which if there is an early termination of the management board work and such termination was not triggered by good cause justifying termination of the management board contract, then severance payments shall be agreed but should be limited to a maximum of two years’ worth of compensation including reimbursables (severance cap).

Miscellaneous

The members of the management board do not receive any loans or other indemnities from the Company.

Shares held by the management board members developed as follows:

Shares held by members of the management board (units) 2015 2014
Dr. Volker Zimmermann (since February 1, 2015) 12,500 0
Karoline Kalb 3,300 0
Stephan Weber (since January 1, 2015) 3,000 0
Rainer Springs (since February 1, 2015) 4,000 0
Dr. Jürgen Rautert (through January 30, 2015) 0 0

Supervisory board

Supervisory board remuneration

The remuneration of the supervisory board is specifi ed in sec. 8.16 of the articles of association of WashTec AG. It comprises fixed and variable remuneration components. Pursuant to the shareholder resolution dated May 13, 2015, the supervisory board remuneration was reconfi gured starting in fiscal year 2015. The basic fixed remuneration for an ordinary member of the supervisory board is € 35,000 for a full fiscal year of membership on the supervisory board. The deputy chairman receives fixed remuneration of € 70,000 for each full fiscal year, and the chairman receives € 100,000 for each full fiscal year of his membership on the supervisory board. In addition, every supervisory board member will receive a fee of € 1,500 for each meeting of the supervisory board and its committees that they attend. Every supervisory board member will also receive € 500 for each cent by which the consolidated earnings per share (as determined in accordance with IFRS) exceeds the comparable amount of the prior fiscal year.

Each member of a committee (with the exception of the audit committee) will receive an additional fixed remuneration of € 2,500. The chairman of the committee (with the exception of the audit committee) will receive an additional fixed remuneration of € 5,000. Each member of the audit committee will receive an additional fixed remuneration of € 5,000, and the chairman will receive remuneration of € 10,000.

The fixed and performance-based total remuneration as well as the meeting attendance fee are limited to a maximum total of € 75,000 for each regular supervisory board member, while the remuneration for the chairman of the audit committee will be limited to maximum total of € 100,000, the remuneration for the deputy chairman of the supervisory board will be limited to a maximum total of € 150,000, and the remuneration for the chairman of the supervisory board will be limited to a maximum total of € 200,000.

Any supervisory board members, who were on the supervisory board for only part of the fiscal year, will be paid a proportionately lower fixed and performance-based remuneration.

The Company has not paid any remuneration or granted any benefi ts to the members of the supervisory board during the 2015 fiscal year for services rendered personally by them (sec. 5.4.6 of the Code).

Pursuant to § 8.16 of the articles of association, the annual general meeting of the shareholders also approved a Long Term Incentive Program (LTIP) for the supervisory board, which provided for a personal investment in WashTec shares on or before June 30, 2015 as a precondition for participating in the program (Chairman maximum 25,000 shares, all others maximum 5,000 shares). The stipulated performance targets (benchmarks) were an EBIT target, an ROCE target and EPS target. The bases for the determination of targets were the key performance indicators for fiscal year 2014. Depending on whether one, several or all of the targets are fulfi lled, a diI erent multiplier will be used for calculating the bonus payment which results from the sum of the reference rate, number of shares and multiplier. The bonus payment is due and payable in fiscal year 2019. The right to that payment will exist only if, at that point in time, the supervisory board member is still on the supervisory board and still holds shares in the Company. The supervisory board members, Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Mr. Lacher and Dr. Liebler are participating in the LTIP with the maximum number of shares.

The total remuneration of the supervisory board members in 2015 amounted to € 1,639k (prior year: € 343k). The fair value of the LTIP in the period of granting was € 970k (prior year: € 0k).

Shares held by members of the supervisory board developed as follows:

Shares held by members of the supervisory board (units) 2015 2014
Dr. Günter Blaschke 50,000 50,000
Ulrich Bellgardt 25,000 25,000
Jens Große-Allermann * 0 0
Dr. Sören Hein 5,000 0
Roland Lacher 5,000 0
Dr. Hans Liebler 5,000 0

* Mr. Große-Allermann sits on the management board of the investment company, Investment aktiengesellschaft für langfristige Investoren TGV, which – according to the notifi cation dated July 31, 2009 – held 758,358 voting shares (5.43%) of WashTec AG.

Share-based remuneration through cash settlement

There are contracts in place with members of the management board and supervisory board that provide for share-based remuneration. The fair value of the LTIP as of December 31, 2015 was calculated on the basis of a valuation model recognized under IFRS 2 and can be shown as follows:

In €k 2015 2014
Obligation arising from LTIP 1,104 0
Total 1,104 0

The obligation is recognized on the balance sheet under non-current liabilities.

The personnel expense recognized under the Long Term Incentive program (LTIP) can be shown as follows:

In €k 2015 2014
LTIP expenses 1,104 0
Total 1,104 0

Former members of the management board

There were also pension obligations owed to a former management board member and to survivors of a former management board member in the amount of € 245k (prior year: € 252k), which are covered by a relief fund [Unterstützungskasse].

Constitution

Female Quota

Female Quota

Under the May 2015 law on the equal participation of women and men in leadership positions in the private and public sector, certain companies in Germany are now required to set targets for the share of women on the supervisory board, executive board and on the two management levels below and to specify a deadline for meeting these targets.

On September 17, 2015 the supervisory board set a target of 25 % women on the executive board. This maintains the current status. Also on September 17, 2015 the supervisory board set a target of minimum 0 % women on the supervisory board. This enables a high flexibility for an occupation by qualification.

The executive board set a target for the two management levels below. Due to the line of business, the size of the company, the composition of the workforce and the international business operations of WashTec, the first management level below the executive board should have a share of women of 5,26% and the second management level below the executive board should have a share of women of 9,52%. This enables a high flexibility for an occupation by qualification.