Remuneration report

Executive Board remuneration

The remuneration system used for HHLA’s Executive Board is designed to foster successful and sustainable corporate development. The full Supervisory Board is responsible for defining the Executive Board’s remuneration system, regularly reviewing and adjusting the remuneration system if necessary, and setting the individual remuneration of executives following preparatory work by the Personnel Committee. When making such decisions, the Personnel Committee and the Supervisory Board take into account statutory requirements, the responsibilities and performance of each member of the Executive Board, and in particular HHLA’s size and activities, its financial and economic position, the amount and structure of executive board remuneration at comparable companies, and the relationship between the remuneration of the Executive Board and the remuneration of the upper levels of management and the workforce.

In accordance with the current remuneration system for the members of the Executive Board, remuneration for Executive Board members comprises a non-performance-related fixed salary, a performance-related bonus, fringe benefits and pension contributions. Executive Board members receive their fixed remuneration in the form of twelve monthly payments. Fringe benefits (non-monetary compensation) include the right to use an appropriate company car (including for private purposes) and the payment of insurance premiums by the company. The members of the Executive Board pay tax on these benefits as components of their remuneration.

Level of remuneration for Executive Board members according to different scenarios

As of: 31 December 2020

Level of remuneration for Executive Board members according to different scenarios (diagram)

1 Per container handled and transported

The performance-related bonus is set on the basis of a three-year assessment period and in each case paid out once the annual financial statements have been approved. The calculation is based on the average earnings before interest and taxes () for the past three years (before additions to pension provisions and reduced by any extraordinary income from the disposal of real estate and companies), the average return on capital employed () and the achievement of targets relating to environmental issues (reduction of the carbon footprint of each container handled and transported) and social issues (broken down into training and continuing professional development, health and employment) in the same period. Target ranges were set for each of the sustainability components. Achieving these targets triggers the payment of the relevant bonus. When making these calculations, roughly equal weight is given to EBIT on the one hand and the above-mentioned sustainability components on the other. The total variable remuneration is capped at 100 % of the fixed salary.

Retirement benefits are granted on the basis of individual arrangements in the form of pension entitlements, the payment of a fixed amount earmarked for a private pension fund or the payment of premiums for a direct insurance policy. In accordance with their pension entitlements, the Executive Board members receive a pension if they retire after a specific period due to incapacity or reaching retirement age. The pension is based on their annual basic salary. Several different forms of income are taken into account on an individual basis, such as earnings from self-employment or employment and, in some cases, income from statutory pensions and related benefits from public funds. Surviving spouses/civil partners of Executive Board members receive a widow(er)’s pension of 55 to 60 % of the pension entitlement, and children receive an orphan’s allowance of 12 to 20 % of the pension. Should the pension entitlement have been suspended or no longer apply, transitional or interim pay applies for a limited period on the basis of the fixed remuneration.

The service contracts of the members of the Executive Board contain a clause that provides for the payment of compensation to the respective Executive Board member in the event of them losing their Executive Board seat without good cause (including termination due to a change of control). The compensation is limited to a maximum of two annual salaries (including other benefits) and not more than the total remuneration for the remaining term of the service contract.

In light of the German Act on the Transposition of the Second Shareholder Rights Directive (ARUG II) and the associated revised version of the German Corporate Governance Code (GCGC), the Supervisory Board has reviewed the existing remuneration system for the Executive Board. The reviewed remuneration system will be presented for adoption at this year’s Annual General Meeting on 10 June 2021.

The members of the Executive Board were not granted any loans or similar payments. Total remuneration disbursed to the members of the Executive Board for their services in the 2020 financial year amounted to approximately € 3.2 million (previous year: approximately € 3.1 million). Former members of the Executive Board and their surviving dependants received benefits totalling € 1,139,416 (previous year: € 1,096,949). Total provisions of € 30,328,824 were recognised for pension obligations to former members of the Executive Board and their surviving dependants (previous year: € 28,783,941).

Individual remuneration of the Executive Board

The following figures comply with the former recommendations in Section 4.2.5 of the GCGC (in the version dated 7 February 2017).1

Angela Titzrath, Chairwoman of the Executive Board

 

 

Benefits granted (target)

 

Allocation

in €

 

2020

 

2020 Minimum

 

2020 Maximum

 

2019

 

2020

 

2019

Fixed remuneration

 

495,000

 

495,000

 

495,000

 

461,250

 

495,000

 

461,250

Other benefits

 

13,839

 

13,839

 

13,839

 

13,859

 

13,839

 

13,859

Total

 

508,839

 

508,839

 

508,839

 

475,109

 

508,839

 

475,109

One-year variable remuneration2, 3

 

477,262

 

0

 

495,000

 

434,988

 

495,000

 

461,250

Other

 

0

 

0

 

0

 

0

 

0

 

0

Total remuneration

 

986,101

 

508,839

 

1,003,839

 

910,097

 

1,003,839

 

936,359

Service cost4, 5

 

1,210,142

 

1,210,142

 

1,210,142

 

2,796,735

 

1,210,142

 

2,796,735

Total expenses

 

2,196,243

 

1,718,981

 

2,213,981

 

3,706,832

 

2,213,981

 

3,733,094

Jens Hansen, Executive Board member

 

 

Benefits granted (target)

 

Allocation

in €

 

2020

 

2020 Minimum

 

2020 Maximum

 

2019

 

2020

 

2019

Fixed remuneration

 

361,250

 

361,250

 

361,250

 

350,000

 

361,250

 

350,000

Other benefits

 

18,582

 

18,582

 

18,582

 

18,624

 

18,582

 

18,624

Total

 

379,832

 

379,832

 

379,832

 

368,624

 

379,832

 

368,624

One-year variable remuneration2, 3

 

361,250

 

0

 

361,250

 

350,000

 

361,250

 

350,000

Other

 

0

 

0

 

0

 

0

 

0

 

0

Total remuneration

 

741,082

 

379,832

 

741,082

 

718,624

 

741,082

 

718,624

Service cost4

 

49,813

 

49,813

 

49,813

 

35,000

 

49,813

 

35,000

Total expenses6

 

790,894

 

429,644

 

790,894

 

753,624

 

790,894

 

753,624

Dr. Roland Lappin, Executive Board member

 

 

Benefits granted (target)

 

Allocation

in €

 

2020

 

2020 Minimum

 

2020 Maximum

 

2019

 

2020

 

2019

Fixed remuneration

 

365,000

 

365,000

 

365,000

 

360,000

 

365,000

 

360,000

Other benefits

 

10,767

 

10,767

 

10,767

 

10,782

 

10,767

 

10,782

Total

 

375,767

 

375,767

 

375,767

 

370,782

 

375,767

 

370,782

One-year variable remuneration2, 3

 

365,000

 

0

 

365,000

 

360,000

 

365,000

 

360,000

Other

 

0

 

0

 

0

 

0

 

0

 

0

Total remuneration

 

740,767

 

375,767

 

740,767

 

730,782

 

740,767

 

730,782

Service cost4

 

242,625

 

242,625

 

242,625

 

195,110

 

242,625

 

195,110

Total expenses

 

983,392

 

618,392

 

983,392

 

925,892

 

983,392

 

925,892

Torben Seebold, Executive Board member

 

 

Benefits granted (target)

 

Allocation

in €

 

2020

 

2020 Minimum

 

2020 Maximum

 

2019

 

2020

 

2019

Fixed remuneration

 

341,250

 

341,250

 

341,250

 

236,250

 

341,250

 

236,250

Other benefits

 

14,221

 

14,221

 

14,221

 

23,671

 

14,221

 

23,671

Total

 

355,471

 

355,471

 

355,471

 

259,921

 

355,471

 

259,921

One-year variable remuneration2, 3

 

341,250

 

0

 

341,250

 

236,250

 

341,250

 

236,250

Other

 

0

 

0

 

0

 

0

 

0

 

0

Total remuneration

 

696,721

 

355,471

 

696,721

 

496,171

 

696,721

 

496,171

Service cost4

 

34,125

 

34,125

 

34,125

 

23,625

 

34,125

 

23,625

Total expenses7

 

730,846

 

389,596

 

730,846

 

519,796

 

730,846

 

519,796

1

No longer directly applicable since the GCGC as amended on 16 December 2019 (GCGC 2020) came into force. As the remuneration report pursuant to Section 162 AktG is to be prepared for the first time for the 2021 financial year, the previous presentation will be retained until then.

2

Elements of the performance-related bonus (EBIT and sustainability components), calculated on the basis of a three-year assessment period.

3

A level of goal achievement of 100 % was assumed for each sustainability component and an average probability scenario was used for the EBIT.

4

Service costs in accordance with IAS 19 “Service Cost Components for Entitlements, Payments for Direct Insurance Policies or Earmarked Contributions for Pensions” (according to the comments on model table 1 in the appendix to the GCGC)

5

Service costs for 2020 includes past service cost in the amount of € 2,466,138, which is due to the adjustment of the pension commitment for Ms. Titzrath dated June 17, 2020

6

Contract adjustments during the year are taken into account on a pro rata basis.

7

2019: Pro rata from 1 April 2019 (first appointment)

Supervisory Board remuneration

In accordance with Article 16 of HHLA’s articles of association, Supervisory Board members are remunerated as resolved by the Annual General Meeting. This remuneration is based on the scope of the Supervisory Board members’ activities as well as on the company’s financial position and results. The current remuneration clause was adopted at the Annual General Meeting held on 13 June 2013. The members of the Supervisory Board receive fixed remuneration of € 13,500 per financial year. The chairman receives three times this amount and the vice chairman is paid one-and-a-half times the basic figure. Supervisory Board members who serve on a committee receive an additional € 2,500 per committee per financial year, while the chairman of the respective committee receives € 5,000, but altogether no more than € 10,000. Supervisory Board members who have served on the Supervisory Board or a committee for less than one full financial year receive a corresponding pro rata payment. Furthermore, Supervisory Board members receive a meeting attendance fee of € 250 for each meeting of the Supervisory Board or one of its committees. There are no plans for a variable remuneration component.

No loans or similar payments were granted to members of the Supervisory Board. Other than the customary remuneration payable to the employee representatives under their contracts of employment, Supervisory Board members did not receive any other payment for services rendered. The total remuneration paid to members of the Supervisory Board during the reporting period amounted to € 311,500 (previous year: € 305,875).

Individual remuneration of Supervisory Board members

 

 

Fixed
remuneration

 

Remuneration for
committee work

 

Meeting fee

 

Total

in €1

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

 

2020

 

2019

Prof. Dr. Rüdiger Grube

 

40,500

 

40,500

 

10,000

 

9,375

 

2,750

 

3,500

 

53,250

 

53,375

Berthold Bose

 

20,250

 

20,250

 

2,500

 

2,500

 

2,500

 

2,250

 

25,250

 

25,000

Dr. Norbert Kloppenburg

 

13,500

 

13,500

 

7,500

 

7,500

 

3,500

 

3,750

 

24,500

 

24,750

Thomas Lütje

 

13,500

 

13,500

 

2,500

 

2,500

 

2,000

 

2,000

 

18,000

 

18,000

Thomas Mendrzik

 

13,500

 

13,500

 

10,000

 

10,000

 

3,750

 

4,250

 

27,250

 

27,750

Dr. Isabella Niklas

 

13,500

 

13,500

 

7,500

 

7,500

 

3,000

 

3,250

 

24,000

 

24,250

Norbert Paulsen

 

13,500

 

13,500

 

10,000

 

10,000

 

4,750

 

4,500

 

28,250

 

28,000

Sonja Petersen

 

13,500

 

13,500

 

5,000

 

5,000

 

3,000

 

4,000

 

21,500

 

22,500

Andreas Rieckhof2

 

5,625

 

0

 

1,042

 

0

 

1,000

 

0

 

7,667

 

0

Dr. Sibylle Roggencamp

 

13,500

 

13,500

 

10,000

 

10,000

 

4,250

 

4,750

 

27,750

 

28,250

Prof. Dr. Burkhard Schwenker

 

13,500

 

7,875

 

7,500

 

4,375

 

4,250

 

2,250

 

25,250

 

14,500

Maya Schwiegershausen-Güth

 

13,500

 

13,500

 

0

 

0

 

1,500

 

1,750

 

15,000

 

15,250

Dr. Torsten Sevecke3

 

9,000

 

13,500

 

3,333

 

5,000

 

1,500

 

2,250

 

13,833

 

20,750

Michael Westhagemann4

 

0

 

2,250

 

0

 

1,250

 

0

 

0

 

0

 

3,500

Total expenses

 

196,875

 

192,375

 

76,875

 

75,000

 

37,750

 

38,500

 

311,500

 

305,875

1

All figures exclude VAT

2

Since 20. August 2020 (Annual General Meeting 2020)

3

Until 20. August 2020 (Annual General Meeting 2020)

4

Until 6 February 2019

EBIT

Earnings before interest and taxes.

ROCE (return on capital employed before taxes)

EBIT / Average operating assets.