Compensation-related transactions, term of appointment, age limit
The remuneration entitlements of individual Supervisory Board members result from the cooperative legal relationship established between the Company and the Supervisory Board member through their election to the Supervisory Board and their acceptance, and which is structured by the Articles of Incorporation and possibly a resolution on Supervisory Board compensation by the shareholders’ meeting. Accordingly, no agreements on Supervisory Board compensation exist between Deutsche Telekom AG and the Supervisory Board members.
The term of appointment of Supervisory Board members is regulated by § 9 (2) of the Deutsche Telekom AG Articles of Incorporation as follows:
“The members of the Supervisory Board shall be elected for the period ending with the shareholders’ meeting that approves the actions of the Supervisory Board for the fourth financial year following commencement of tenure of office. The financial year in which tenure of office commences shall not be counted. The shareholders’ meeting may determine, for members representing shareholders, a shorter tenure of office at the time of their election. A successor to a member representing shareholders who has resigned prior to expiry of his/her tenure of office shall be elected for the remainder of the retired member’s tenure of office, unless the successor’s tenure of office is otherwise determined by the shareholders’ meeting.”
The Supervisory Board has decided to normally define the term of office for nominations of members representing shareholders as the period ending with the shareholders’ meeting that approves the actions of the Supervisory Board for the third financial year following commencement of term of office. The financial year in which term of office commences shall not be counted.
The removal of Supervisory Board members is possible according to the requirements of the statutory provisions applicable at the time. Members of the Supervisory Board may resign from their office pursuant to § 9 (4) of the Deutsche Telekom AG Articles of Incorporation by written notice to the Chairman of the Supervisory Board or to the Board of Management, giving notice of four weeks. This shall be without prejudice to the right to resignation for good cause.
Members of the Supervisory Board who are on the Supervisory Board for only part of the financial year in question shall receive one twelfth of the remuneration for every month of membership or part thereof. The same shall apply to the increase in remuneration for the Supervisory Board Chairman and Deputy Chairman and to the increase in remuneration for Supervisory Board committee membership or chairmanship. Aside from this, there is no further remuneration in case of retirement from the Supervisory Board.