Malus & clawback rules
Variable remuneration is subject to malus and clawback rules. The Supervisory Board can demand repayment of variable remuneration in part or in full if the consolidated financial statements prove to contain errors (clawback). If an Executive Board member commits an act of intentional misconduct, unpaid variable remuneration for the fiscal year with which the breach of duty is associated can be reduced or withheld (malus). If variable remuneration for the fiscal year in question has already been paid, the Supervisory Board can reclaim it in part or in full.
Share Ownership Guidelines
The Share Ownership Guidelines oblige Executive Board members to invest in RWE shares. Every year, they must invest at least 25% of the gross variable remuneration they receive until a target amount has been reached. The target amount is 100% of the gross base salary for ordinary Executive Board members and 200% for the Chairman of the Executive Board.
Compensation for other offices held
If an Executive Board member receives compensation for offices held on Supervisory Boards of affiliated Group companies, these shall fully count towards fixed remuneration.
Employment contracts do not contain a commitment to make severance payments in the event of early contract termination. If benefits are granted, they may not exceed the value of the entitlements for the remaining term of the contract. Such payments are limited to a maximum of two total annual remunerations including fringe benefits.
In the event of a change of control, Executive Board members do not have a special right of termination or an entitlement to receive severance pay.