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 current remuneration of the Supervisory Board has applied since the 2023 financial year and is set out in the Articles of Association of Deutsche Lufthansa AG, available at investor-relations.lufthansagroup.com. On May 9, 2023, the Annual General Meeting approved and confirmed the remuneration of the Supervisory Board members in the proposed new version of Article 14 of the Articles of Association, including the system on which this remuneration is based, with a majority of 98.27%.
The current compensation system for the members of the Executive Board of Deutsche Lufthansa AG applies since January 1, 2023 and was submitted to the Annual General Meeting on May 9, 2023 for approval in accordance with Section 120a (1) AktG and approved by a majority of 89.47%.
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).