Composition of the Supervisory Board
In accordance with the Articles of Incorporation, the Supervisory Board of BLG AG comprises 16 members, namely eight Supervisory Board members elected in accordance with the provisions of the German Stock Corporation Act (AktG) and eight Supervisory Board members representing the employees, who are elected in accordance with the provisions of the German Codetermination Act (MitbestG).
The composition of the Supervisory Board and the memberships of the Supervisory Board members in other bodies in accordance with Section 125 (1) sentence 5 AktG are presented in annex 1 to the notes.
The composition of the Supervisory Board changed as follows compared with December 31, 2022:
The regular term of office of all Supervisory Board members duly expired at the end of the Annual General Meeting on June 7, 2023. The employee representatives on the Supervisory Board were elected on April 27, 2023 in accordance with the provisions of the German Codetermination Act. The shareholder representatives were elected by way of an individual vote at the Annual General Meeting.
Mr. Ralf Finke and Mr. Olof Jürgensen were newly elected to the Supervisory Board as employee representatives, Mr. Hasan Özer, Mr. Thorsten Ruppert and Mr. Ralph Werner as employee representatives and Mr. Peter Hoffmeyer as shareholder representative.
At the constituent Supervisory Board meeting following the Annual General Meeting, Dr. Klaus Meier was re-elected as the Chairman of the Supervisory Board.
The previous Supervisory Board members Mr. Heiner Dettmer, Mr. Fabian Goiny, Ms. Beate Pernak, Mr. Martin Peter, Mr. Jörn Schepull and Mr. Reiner Thau stepped down from the Supervisory Board.
In addition, Dr. Claudia Schilling and Mr. Dietmar Strehl resigned their mandates with effect from November 15, 2023. Mr.Björn Fecker and Ms. Kristina Vogt were appointed to succeed them as members of the Supervisory Board by court order of the District Court of Bremen on November 27, 2023.
Composition of the Board of Management
The composition of the Board of Management and the memberships of the Board of Management members in other bodies in accordance with Section 125 (1) sentence 5 AktG are presented in annex 2 to the notes.
The following changes were made to the composition of the Board of Management compared with December 31, 2022:
At its meeting on December 14, 2023, the Supervisory Board resolved to extend the contract with Matthias Magnor by five years.
At its meeting on February 22, 2024, the Supervisory Board additionally elected Matthias Magnor as the new Chairman of the Board of Management from January 1, 2025 for the remaining term of his mandate until September 30, 2029. He thus succeeds Mr. Frank Dreeke, who will leave the company at the end of 2024 as he will have reached the standard retirement age for members of the Board of Management, which BLG LOGISTICS introduced in accordance with the recommendations of the German Corporate Governance Code.
Transactions with the Board of Management and the Supervisory Board
Transactions with the Board of Management and Supervisory Board were limited to services rendered in connection with the Board positions and employment contracts and the remuneration paid for these services.
Remuneration of the Supervisory Board
The active members of the Supervisory Board received the following remuneration:
EUR thousand |
|
2023 |
|
2022 |
|---|---|---|---|---|
Fixed remuneration |
|
179 |
|
178 |
Meeting allowances |
|
64 |
|
78 |
Remuneration for intragroup supervisory board mandates |
|
42 |
|
35 |
Total |
|
285 |
|
291 |
In addition, employee representatives on the Supervisory Board receive, in part, a regular salary from the respective employment relationship in the Group in an amount corresponding to appropriate remuneration for the function or activity discharged in the Group. In this regard, they received EUR 32 thousand (previous year: EUR 37 thousand) in contributions to statutory retirement plans in the reporting year.
As of December 31, 2023, as in the previous year, members of the Supervisory Board had not been granted any loans or advance payments. As in the previous year, no contingent liabilities were contracted for the benefit of the members of the Supervisory Board.
Remuneration of the Board of Management
For the 2023 financial year, the Board of Management received total remuneration in accordance with Section 314 (1) no. 6a HGB of EUR 3,578 thousand (previous year: EUR 3,870 thousand). This included basic remuneration, fringe benefits and variable remuneration components payable in the short term. In addition, provisions of EUR 1,024 thousand (previous year: EUR 1,494 thousand) were recognized under commercial law as of December 31, 2023 for long-term variable remuneration components for the 2023 financial year. On attainment of the target in the reporting year, the respective entitlement for the reporting year was recognized in the provisions. This amount was included in the measurement of the multi-year remuneration components for the 2023 reporting year (long-term component). However, the actual payment was measured against the target attainment determined by the Supervisory Board on the basis of the applicable remuneration system over the multi-year period to be measured of four years (long-term component). The determination was based on financial (70 percent weighting) and environmental and social (30 percent weighting) performance criteria. At the reporting date, obligations for variable remuneration components under commercial law stood at EUR 4,346 thousand (previous year EUR 3,722 thousand).
The present value of pension obligations pursuant to IAS 19 for former members of the Board of Management totaled EUR 5,215 thousand as of December 31, 2023. As was the case in the previous year, members of the Board of Management had not been granted any loans or advance payments as of December 31, 2023. Similarly, as in the previous year, no contingent liabilities were contracted for the benefit of the members of the Board of Management. In the 2023 financial year, the former members of the Board of Management received aggregate benefits (in particular pension benefits) of EUR 224 thousand.
The members of the Board of Management were granted pension entitlements, some of which are against companies of the BLG Group. Otherwise, the entitlements are against related parties.
As of December 31, 2023, the present value of pension obligations for active members of the Board of Management at December 31, 2023 amounted to EUR 4,119 thousand (previous year: EUR 2,882 thousand). The related plan assets stood at EUR 4,617 thousand (previous year: EUR 2,963 thousand).
The pension commitments provide for a retirement and disability pension of 10 percent of the basic salary. They also provide for a survivor’s pension of 60 percent of the agreed retirement pension. In amendments dated January 2020, it was agreed with each individual member of the Board of Management that in the event of their leaving the company prematurely without a benefit event occurring, there would no longer be a pro rata reduction in the defined benefits if the vesting conditions were met.
The remuneration of key management personnel at Group level subject to disclosure in accordance with IAS 24 comprises the remuneration of the active Board of Management and of the Supervisory Board.
The active members of the Board of Management received the following remuneration:
EUR thousand |
|
2023 |
|
2022 |
|---|---|---|---|---|
Short-term employee benefits |
|
3,537 |
|
3,825 |
Post-employment benefits |
|
949 |
|
1,366 |
Other long-term employee benefits |
|
0 |
|
1,451 |
Termination benefits |
|
726 |
|
45 |
Total |
|
5,212 |
|
6,687 |
Other long-term employee benefits relate to provisions for the long-term variable compensation components of the Board of Management.
Remuneration report and remuneration system
Further information and remarks concerning the individual remuneration of the Board of Management and Supervisory Board members is publicly accessible on our website www.blg-logistics.com in the Download area.
The Supervisory Board and Board of Management remuneration systems are available on our website www.blg-logistics.com/en/investor relations under Corporate governance.
In accordance with Article 19 of the EU Market Abuse Regulation, members of the Board of Management and the Supervisory Board are legally required to disclose their own transactions with shares of BLG AG or related financial instruments. This applies when the total value of the transactions that a Board member and related parties have carried out within one calendar year reaches or exceeds EUR 5,000.00.
This also applies to the first tier of management and the persons closely related to them.
In line with their reporting obligations, members of the Board of Management, the first tier of management and members of the Supervisory Board of the company and related parties disclosed no acquisitions or sales of shares of BLG AG in the 2023 financial year. As in the previous year, the shareholdings of all Board of Management and Supervisory Board members amount to less than 1 percent of the shares issued by the company.