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 multiple-year assessment basis. 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 make decisions as regards special payments for the outstanding achievements or successes of a member of the Managing Board.

The compensation system aligns the Managing Board’s compensation to the Company’s sustainable growth by means of setting relevant targets for long-term variable compensation. At the same time, sales, EBITDA before special items and trade net working capital in proportion to sales are the target components of short-term variable compensation. This is intended to ensure a better response to short-term developments. Also, during the design process, a great deal of importance was attached to the fact that above-average performance would be rewarded more comprehensively, but 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 structure has provided for 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 37%, while the average share of compensation from the STI and from the LTI come to 24% and 39% respectively, whereby a target achievement of 100% each is assumed for the information for the STI and the LTI.

Details on this topic may be found in the Compensation Report of our Annual Report 2018.

 

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. Compensation is based on the Company’s size and the scope of work of Supervisory Board members. Compensation of Supervisory Board members is split into fixed and variable components. The variable component is 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 are taken into account when calculating the compensation. The fixed and variable compensation is paid out after the end of the Annual Shareholders’ Meeting that decides on the approval of the Supervisory Board for the past fiscal year in question. Members of the Supervisory Board who have only been members of the Supervisory Board or a committee for part of the fiscal year are paid compensation proportionately for each month started of their office. 

Details on this topic may be found in the Compensation Report of our Annual Report 2018.

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

Consistent proximity to the customer—this goal is at the heart of the corporate strategy. To be able to offer our customers the best service, HUGO BOSS is global, digital, agile and sustainable. These qualities result in the fields of action where we are further developing.

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.

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.