Compensation of the Managing Board and the Supervisory Board

Compensation of the Managing Board

The compensation structure is geared toward the sustainable growth of the Company by factoring in compensation components with a multi-year assessment period. The total compensation of individual members of the Managing Board is specified by the Supervisory Board based on a performance assessment, taking into account any payments made by Group companies. Criteria for determining the appropriateness of the compensation are the responsibilities of the individual member of the Managing Board, their personal performance, the economic situation, the performance and outlook of the Company, as well as the level of compensation usually paid, taking into account peer companies and the compensation structure in place in other areas of the Company. At its professional discretion, the Supervisory Board can decide on special payments for outstanding achievements or successes of a member of the Managing Board. Compensation information from comparable national and international listed companies operating in the fashion and lifestyle industry is used to assess the appropriateness of the total compensation. In compiling the set of competitors, the Supervisory Board takes into account not only industry affiliation, but also market position, as well as the size and global orientation of the companies.

The compensation system for the Managing Board is designed to ensure the increase in enterprise value. Consequently, the long-term variable compensation and its respective objectives are designed to promote sustainable and long-term growth for the Company. At the same time, and in order to account for short-term developments, sales, operating profit (EBIT) and trade net working capital are the targets for short-term variable compensation. Also, during the design process, a great deal of importance was attached to the fact that above-average performance would be rewarded accordingly. At the same time, variable compensation would cease to be paid in the event of below-average performance.

In addition to non-performance-related (fixed) compensation components, the compensation system also includes core performance-related (variable) compensation components in the form of a short-term incentive program (STI) and a long-term incentive program (LTI). In this regard, the average share of the fixed compensation components in the total target compensation amounts to 36%, while the average share of compensation from the STI and from the LTI account for 25% and 39% respectively, assuming a target achievement of 100% each for both the STI and the LTI.

Details on this topic may be found in the Compensation Report of our Annual Report 2020.

Compensation of the Supervisory Board

The compensation of the members of the Supervisory Board set by the Annual Shareholders’ Meeting is governed by Art. 12 of the Articles of Association of HUGO BOSS AG. The compensation system was adjusted by resolution of the Annual Shareholders’ Meeting on May 27, 2020 with effect from July 30, 2020. Up to this date, the members of the Supervisory Board were compensated in accordance with the previously applicable compensation regulation in Section 12 of the Articles of Association of HUGO BOSS AG. Under this regulation, compensation of Supervisory Board members is split into fixed and variable components. The variable component was measured based on the amount of earnings per share in the consolidated financial statements. The position of Chairman of the Supervisory Board, that of the Deputy Chairman and membership of the Committees were taken into account when calculating the compensation.

According to the newly agreed compensation system, there is no variable component, meaning that the compensation of the members of the Supervisory Board includes only fixed components with effect from July 30, 2020. The compensation consists of two components: a fixed compensation, depending on the position of the respective Supervisory Board member, and additional compensation for their respective work on committees of the Supervisory Board. 

Details on this topic may be found in the Compensation Report of our Annual Report 2020.

Further information

Declaration of Compliance

The Managing Board and Supervisory Board dealt with the fulfillment of the specifications of the German Corporate Governance Code (DCGK) at length in fiscal year 2018, and have provided a Declaration of Compliance as the result.

Corporate governance

Listed stock corporations are obligated to provide a corporate governance statement in accordance with § 289a of the German Commercial Code (HGB). In addition to the Declaration of Compliance, this includes information on corporate governance practices and a description of the work method of the Managing Board and Supervisory Board.

Strategy

The vision of HUGO BOSS is to be the most desirable fashion and lifestyle brand in the premium segment of the global apparel market. The Group is convinced that further elevating the desirability of its two brands, BOSS and HUGO, represents the most important factor for the Company’s long-term success.

Risk Management

HUGO BOSS views the responsible handling of risks as an important part of good corporate governance. This enables risks to be detected and assessed at an early stage and risk positions to be controlled through corresponding measures.

Data Protection

For HUGO BOSS protecting personal data is more than just a legal obligation. We handle personal data from customers, employees, business partners, shareholders and investors responsibly and in a transparent manner. For us this is the basis for every trustful collaboration.

Information Security

In times of digitalization, information security is an important part of the HUGO BOSS group strategy. Protecting our digital business processes is crucial for our success.

Tax Strategy

HUGO BOSS management knows that paying taxes plays an important role in the global economic and social relationships of the company. In addition to compliance with tax regulations, adequate risk management is also obligatory.

Articles of Association & Bylaws

Here you can download the Articles of Association and the Bylaws of the Managing and Supervisory Boards of HUGO BOSS AG as PDF files.