ELECTION

The General Meeting elects the members of the Nomination and Compensation Committee individually. The term of office ends after completion of the next ordinary General Meeting. Only members of the Board of Directors can be elected. Re-election is possible.

NUMBER

The Nomination and Compensation Committee consists of two or more members. If there are vacancies on the Nomination and Compensation Committee, the Board of Directors appoints substitutes from amongst its members for the remaining term of office. In all other respects, the Nomination and Compensa­tion Committee constitutes itself.

PRINCIPLES, RESPONSIBILITIES AND AUTHORIZATIONS

With regard to compensation matters, the Nomination and Compensation Committee has the following duties and responsibilities (principles):

  1. preparation of all relevant decisions of the Board of Directors on the compensation of the members of the Board of Directors and the Group Management;
  2. determination of the compensation programs in accordance to the principles specified in the Articles of As­sociation;
  3. preparation of the compensation report to be submitted to the Board of Directors;
  4. determination of the compensation for the Chairman of the Board of Directors;
  5. proposal to the Board of Directors regarding the compensation of each individual member of the Board of Directors and of Group Man­agement.


ADDITIONAL RESPONSIBILITIES

The Board of Directors may assign additional responsi­bilities in the area of compensation and human resources and any related matters to the Nomination and Compensation Committee. Furthermore, the Board of Directors establishes a regulation on the responsibilities of the Nomination and Compensation Committee.