The compensation systems of the Executive Board and Supervisory Board are in line with the statutory regulations and the recommendations of the German Corporate Governance Code. In accordance with the provisions of stock corporation law, the Executive Board compensation system and Supervisory Board compensation are submitted to the Annual General Meeting for resolution in the event of significant changes or at least every 4 years.
The remuneration of the Supervisory Board is laid down in the Articles of Association of Deutsche Lufthansa AG. Pursuant to Section 113 (3) of the German Stock Corporation Act (AktG), it has been submitted to the Annual General Meeting on 4 May 2021 for resolution and approved with a majority of 97.6%.
The currently existing compensation system for the members of the Executive Board was submitted to the Annual General Meeting on May 5, 2020 for approval in accordance with Section 120a (1) AktG and approved by a majority of 88.2%.
With the full repayment of the stabilization measures already in 2021 and the sale of the remaining shares in Deutsche Lufthansa AG by the ESF in the financial year 2022, its conditions, including the prohibition on the payment of variable remuneration to the Executive Board, no longer apply. At its meeting on December 8, 2022, the Supervisory Board therefore decided to return to the Executive Board remuneration system approved by the Annual General Meeting and to again incentivize the Executive Board on the basis of the achievement of financial and non-financial targets. In this connection the Supervisory Board has granted the members of the Executive Board multi-year compensation for the assessment period 2021 to 2024 and single- and multi-year variable compensation for the assessment period 2022 and 2022 to 2025 respectively. Therefore the targets already set by the Supervisory Board for the stabilization period at the beginning of each assessment period apply. Fur further information please refer to the explanations in the Compensation Report, p. 280. Also at the meeting in December 2022, the Supervisory Board adopted adjustments to the remuneration system for the members of the Executive Board approved by the 2020 Annual General Meeting based on a recommendation of the Steering and Remuneration Committee. The new compensation system for the Executive Board will be submitted to the Annual General Meeting on May 09, 2023 for approval and is to apply from January 1, 2023 for all current Executive Board members as well as for new appointments and contract extensions. Please refer to the explanations in the Compensation Report, p. 280.
The Executive Board and Supervisory Board are liable to pay damages to the Company in the event of a culpable breach of their duties. A financial loss liability insurance policy (D&O) has been taken out for both boards. A deductible in line with the requirements of the German Stock Corporation Act is provided for the members of the Executive Board.
The Supervisory Board also has the option of withholding or reclaiming the one-year and multi-year variable remuneration of Executive Board members in cases of intentional or grossly negligent breach of statutory duties or violation of internal company guidelines (compliance penalty and clawback) or in cases where variable remuneration components linked to the achievement of certain targets were wrongly paid out on the basis of incorrect data (performance clawback).
Remuneration system for members of the Executive Board until December 31, 2022
Remuneration of the members of the Supervisory Board
Remuneration report 2022