It is the responsibility of the Human Resources (HR) department to establish the framework for “People Excellence.” In addition, HR provides ongoing support for the set-up of new organizational units as well as in the business-oriented further development of existing organizational and operational structures. A particular task in financial year 2016 was to actively support ongoing transformation processes, such as the implementation of One GfK, as a competent business partner.
The aim of One GfK is to connect our skills and capabilities from all over the world, across both sectors, from product and industry organizations as well as within Operations and to strengthen internal collaboration. One GfK helps us consolidate our processes, increase the efficiency and effectiveness of our operations and speak to our customers with one voice. In addition, One GfK enables us to attract our internal employees as well as external talent through even more attractive jobs and to offer broader career prospects and development opportunities. As a result, our initiative will help position GfK as an appealing and perpetually competitive employer in the market research industry also in the future.
In 2016, ONE GfK was driven forward at global, regional and country levels. While several countries have already successfully implemented the One GfK structure, the phased implementation of One GfK will remain a core area of focus across all GfK regions in the coming year.
In addition, operating functions were restructured to establish a new operating unit, One Operations, which will provide support to all GfK business areas across all locations and sectors. With this reorganization, our global expertise was brought together under Operations and international cooperation improved as a result. At the same time, the operating functions of local business units were further combined in Global Service Centers (GSCs). By setting up a worldwide network of quality representatives, we have also strengthened quality management in the GfK Operations functions.
HR has actively shaped the organizational change processes. For example, in the prior financial year, various areas of the two sectors were concentrated under common management and management positions were redefined and filled. In addition, we have developed training programs to support our leaders in organizational projects such as One GfK. This includes a GfK Business and Leadership Skills Program for managers and employees with further potential, which will be gradually introduced in 2017. It comprises of content on the GfK strategy and our business model, but also on leadership skills and personal development.
In addition to training opportunities for leaders, the further training program for employees was also expanded. More than 900 GfK employees worldwide attended face-to-face training sessions on Strategic Selling, Consulting, Negotiations and Project Management in 2016.
Project management is a particularly important key competence for our company. A cross-functional team comprising HR, Finance, Marketing and the Project Management Office consequently developed a specific career path for project managers, which is currently in the process of being introduced. It includes the definition of various stages of project management certification and a detailed description of the required skills, experience, roles and responsibilities as well as corresponding training.
As a part of our blended learning approach, our global learning platform, Learning@GfK, was completely refreshed and relaunched in June 2016. At present, around 4,000 staff have access to the platform, predominantly in Operations and the Consumer Choices sector. The intention is to also make the platform available to all other GfK employees by the end of the second quarter of 2017. The learning platform offers interactive training that is tailored to an employee’s job role or field of expertise.
A successful company transformation can only be achieved if employees are informed and involved. As in previous years, we therefore carried out an employee survey in 2016. Various formats have been used in the past. However, to obtain the best-possible reflection of the respective transformation phase, last year's short survey was a globally representative randomly selected sample of 2,000 GfK employees. At 70 percent, participation was in line with previously conducted short surveys (62 percent to 73 percent). The willingness of employees to give feedback, including constructive critical feedback, to the company therefore continues to be strong.
At the heart of the survey was the Employee Engagement Index (EEI) which is a measure of the emotional and intellectual connection of employees to their job, organization, superior or colleagues. When compared with 2015, the index value has declined by two points, but commitment for the company has remained at a consistently high level. The future success of the company is in fact more important to employees this year than it was in the previous year. Areas of action that can be derived from the survey include cross-departmental collaboration, a clearer understanding of roles within departments as well as positive transformation results being made visible.
The global employee survey will continue to be an essential method of collating employee feedback in the future. For 2017, we will therefore further develop our existing concept.
As a global company, it is our responsibility to foster a working culture of trust and respect across the entire GfK network where no form of discrimination or harassment will be tolerated. In collaboration with the GfK SE Works Council, we developed a Social Charter which was signed by the Chief Executive Officer of GfK and the Chairman of the Works Council in April 2016. The GfK Social Charter defines the social rights and ethic policies which guide our companies around the world. It provides a mutual understanding of how all employees should act while respecting the laws, cultural traditions and labor agreements of individual countries. The principles on equal treatment, health, safety and dignity at the workplace, remuneration, working time, qualification, freedom of association and corporate dialog ensure all our employees are able to share the benefits of our organization’s growth and work in an environment where they are truly valued.
The Social Charter has already been translated into various different languages and will be rolled out further worldwide over the course of 2017.
As at the end of financial year 2016, a total of 13,069 staff were employed by the GfK Group. This is 416 fewer than in the prior year (-3.1 percent). In the Consumer Choices sector, this decline was primarily attributable to the divestment of Crop Protection and Animal Health business activities. In the Consumer Experiences sector, the fall in the number of employees was due to the adjustment of staffing levels to reflect market conditions. This was partly offset by the transfer of personnel within the framework of acquisitions.
A total of 10,777 staff (401 fewer than in the prior year) were employed in foreign GfK companies. Overall, 82.5 percent of GfK’s workforce is based outside of Germany.
The regions Northern Europe, North America and Asia and the Pacific experienced the most significant declines in staffing levels versus the prior year. In Northern Europe and North America this decline is partly attributable to the divestment of Crop Protection and Animal Health business activities. Capacity adjustments in Asia and the Pacific resulted in falling staffing levels. In Southern and Western Europe, acquisitions boosted the number of employees.
The remuneration report is part of the Group Management Report and complies with both the recommendations and suggestions of the German Corporate Governance Code (DCGK) and the requirements of German Accounting Standard No. 17 (DRS 17) and of the German Commercial Code (HGB).
Remuneration of the Management Board
The remuneration of the Management Board members comprises five components, namely basic remuneration, fringe benefits, variable short-term remuneration (Short-Term Incentive – STI), variable long-term remuneration (Long-Term Incentive – LTI) and the pension commitment.
The structure of the remuneration system is reviewed regularly by the Supervisory Board in line with the recommendations of the Personnel Committee. The remuneration is based on the respective remits of the Management Board members, their personal performance and that of the full Management Board. The basic remuneration, fringe benefits and pension commitment form the non-performance-related remuneration components. Fringe benefits include the use of company cars, accident insurance as well as contributions to defined contribution plans. The pecuniary benefit arising from private use of the company car must be declared for tax purposes by members of the Management Board. The performance-related remuneration component comprises remuneration dependent upon the attainment of predefined annual targets (STI) and predefined long-term targets (LTI). The remuneration structure is geared to sustainable corporate development. Furthermore there is a D&O insurance. In accordance with Section 93 (2) Clause 3 of the German Stock Corporation Act (AktG), the agreed deductible for the D&O insurance corresponds to 10 percent of the respective damage, but a maximum of one-and-a-half times the basic remuneration.
Structure of variable remuneration elements
We couple the remuneration of our management on a sustainable basis to the performance of the company and therefore to the interests of our shareholders, employees and other stakeholders. One of these elements is the short-term variable remuneration (STI), which is dependent upon the achievement of financial indicators as well as the achievement of non-financial qualitative targets.
To ensure the profitable growth of the GfK Group, the first part of the STI is linked to the achievement of the key indicator margin and sales growth, wherein the achievement of these targets is measured on both a Group and sector-specific level. The evaluation of the achievement of targets takes both indicators into account in relation to one another. Defined combinations of both indicators are incentivized. In addition, the targets “Return On Capital Employed” (ROCE) and “Consolidated Total Income” (CTI) are integral parts of the targets structure. The payment of bonus elements arising from the achievement of financial targets is also tied to compliance with a debt limit defined by the Supervisory Board.
In addition to the financial key indicators, the Supervisory Board defines non-financial qualitative targets which support the Group’s sustainable development. These qualitative targets are partly the responsibility of the Management Board as a whole and partly the individual responsibility of the respective members of the Management Board.
The Supervisory Board has the right to reduce the amount calculated on the basis of the achievement of financial and non-financial key indicators by up to 20 percent or increase it by up to 20 percent at its discretion to reflect unusual developments at the company compared with the market overall and ensure that variable short-term remuneration is proportional to individual performance.
The maximum payment for the variable, short-term remuneration components is 300 percent of the target bonus, although the transfer of amounts which exceed 150 percent of the target bonus to the variable long-term remuneration is mandatory and such amounts are therefore tied to the company’s long-term development (deferral).
The long-term variable remuneration consists of two components, which are invested in virtual shares. These shares are subject to a retention period of at least four years for the first component and six years for the second component. In addition to the share price performance, the impact of the dividends distributed to the shareholders is assessed (Total Shareholder Return (TSR) concept). When the retention period expires, the virtual shares must be exercised within the next two years. The equivalent value of the virtual shares will be paid when they are exercised.
The conditions of both components of the virtual share plan are, with one exception, namely the period of the plan, identical. In order to create an incentive on the most sustainable possible basis, the period of the second component of the plan, which is part of the long-term variable remuneration, is, at six years, two years longer than the period of the first component. This part of the plan can also only be exercised within the two years following the expiration of the retention period. The use of the second components is therefore only possible in years 7 and 8.
The maximum payout for both of the long-term remuneration components is limited to 300 percent of the target bonus.
With regard to variable remuneration, no discretion is permitted when assessing target attainment beyond the discretion described above relating to variable short-term remuneration. For his role as interim speaker of the Management Board Dr. Hausruckinger was awarded a special payment of €300,000.00, which is identified in fringe benefits.
In order to provide additional support for the alignment of the interests of shareholders and the interests of the Management Board, Share Ownership Guidelines are in place for the Management Board members. In this regard, the Management Board is obligated to retain virtual and/or real shares in GfK equivalent in value to one year of remuneration (base salary) within the next five years.
An external market comparison was carried out in financial year 2016 as part of the annual compensation review. This took into account Management Board remuneration in relation to the remuneration of upper management levels and the overall workforce of the Group as well as development over time. An external market comparison has demonstrated that Management Board remuneration is in line with the income structure and levels that are standard for the market.
Benefits in connection with termination of Management Board mandate
In connection with the termination of the Management Board mandate of Matthias Hartmann by mutual agreement, it was agreed that the employment contract would end effective December 31, 2016. Matthias Hartmann remained available for strategic projects and the transfer of existing projects until that date. His contractual remuneration continued to be provided for the corresponding period. In the course of the mutually agreed early termination of his Management Board mandate, Matthias Hartmann received severance pay in the amount of €2,334,780, a special contribution to the defined contribution-based pension plan of €670,097 and two special allocations to the long-term incentive tranches 2017 and 2018 with a target amount of €621,000 each. The previously approved target amounts for the long-term incentive plans remain in accordance with the plan conditions and will be calculated based on the actual target achievement at the respective payment date. The same applies to the determination of the payment for the short-term incentive 2016.
In financial year 2016, total remuneration in accordance with Section 314 (1) Clause 1 No. 6a of the German Commercial Code (HGB) in conjunction with DRS 17 was as follows:
1) Share price at the time of allocation.
2) Includes a one-off payment for taking over function of Speaker of the Management Board.
GfK is using the structure of the specimen tables for the publication of total remuneration in accordance with the German Corporate Governance Code.
The remuneration for the 2016 reporting year as well as the achievable minimum and maximum remuneration was as follows:
1) Includes a one-off payment for taking over function of Speaker of the Management Board.
2) The STI plan provides for a minimum payment of 0 percent and a maximum payment of 150 percent of the target bonus. Amounts which exceed a payment of 150 percent of the target bonus are compulsorily transferred to the share-based component of the LTI plan.
3) The LTI plan provides for a minimum payment of 0 percent and a maximum payment of 300 percent of the target bonus.
In contrast with the remuneration table above, this table includes the actual values of remuneration elements already received and paid out for the financial year 2016.
|Chief Executive Officer (CEO) until August 31, 2016; Member of the Management Board from September 1, 2016||Chief Financial Officer (CFO)||Member of the Management Board (COO)||Member of the Management Board (CCO)||Member of the Management Board (CCO)||Member of the Management Board (CCO) until December 31, 2010||Member of the Management Board (CCO)||Member of the Management Board (CCO) until March 31, 2016||Chief Executive Officer (CEO) until November 30, 2011|
1) Includes compensation payments for bonus entitlements and IBM share allocations which were forfeited as a result of the move from IBM, USA, to GfK SE.
2) Remuneration for Debra A. Pruent relates to a pension agreement.
3) Includes a one-off payment for taking over function of Speaker of the Management Board.
Structure of pension commitments
For the Management Board a contribution-based pension model is in place.
Within the scope of this model, the company makes annual contributions to an individual pension account during the term of employment up to a maximum age of 62. A contribution of 25 percent of the contractually agreed annual fixed remuneration is granted for the term of the initial appointment period. If the person is reappointed to the Management Board, the annual contribution is calculated at 15 percent of the contractually agreed target direct remuneration (annual fixed remuneration plus the sum of short- and long-term incentive provided 100 percent of the targets are achieved). The contributions for the first appointment period are increased retroactively following successful reappointment, and the difference with the actual contributions granted is credited during the second appointment period. The retroactive equal treatment of the contribution calculation for the first period of appointment is also designed to promote loyalty to the company. The insurance covers old age and survivors’ benefits, and the company also makes a contribution for supplementary occupational disability insurance. The extent and amount of pension benefits are equal to the insurance benefits paid out as a result of the contributions made to a reinsurance policy with a life assurance company.
Pension rights remain if employment ends before any pension payments are made. In this case, the pension benefits are reduced to the noncontributory insurance benefits. Upon commencement of benefit payments, i.e. after reaching retirement age at 62 or qualifying for early retirement from the age of 60 (the latter only applies to commitments made up until December 31, 2011), and in the event of death or invalidity, beneficiaries receive a pension payment equivalent to the current status of the insurance benefits at this time. Insurance benefits are always paid out as a lifelong, monthly pension, which are increased annually from the start of the pension, in each case based on the insurance rate and the adjustments provided for in the insurance policy terms. At the request of the Management Board member, the pension benefit may be paid out as a lump sum or in 12 annual installments, subject to the company’s consent.
In the past year, no reportable transactions were conducted by any members of the Management Board. The Management Board holds a total of 9,000 GfK shares and no GfK stock options as at the reporting date of December 31, 2016. The Management Board has committed itself to tender shares in the course of the voluntary public takeover bid by Acceleratio Capital N.V.
No loans or advances were granted to Management Board members.
If membership of the Management Board ends prematurely, the current Management Board contracts of GfK SE provide an arrangement regarding the size of the compensation corresponding to the provisions of the German Corporate Governance Code (DCGK). There is no provision governing a change of control.
Former members of the management of GfK GmbH, Nuremberg, the Management Board of GfK Aktiengesellschaft, Nuremberg, and GfK SE, Nuremberg, together with their surviving dependents received pension benefits totaling €4.7 million. A provision of €49.4 million has been made for pension commitments to former Management Board members and senior management and their surviving dependents.
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board is specified in Article 16 of GfK SE’s Article of Association as follows:
1. In addition to expenses, members of the Supervisory Board receive fixed remuneration of €30,000.00 payable at the end of the financial year.
2. Members receive a sum of €1,500.00 per meeting for attendance at Supervisory Board meetings and meetings of one of its committees.
3. The Chairman of the Supervisory Board receives four times and the Vice-Chairman one and a half times the amount stipulated in the first point of the listing.
4. Remuneration increases by €10,000.00 for each membership of a committee. The Chairman of the Audit Committee receives €50,000.00, the Chairmen of the Personnel and Presidial Committees each receive €30,000.00, and the Chairman of the Nomination Committee receives €20,000.00. Committee remuneration is exclusively calculated on the basis of the respective function on the relevant committee (simple membership or chair), whichever receives the highest remuneration.
5. The company compensates every Supervisory Board member for reasonable expenses against submission of proof and any VAT applying to their remuneration and the reimbursement of their expenses.
6. Supervisory Board members who have only held their position on the Supervisory Board and/or one of its committees for part of the financial year are compensated on a pro rata basis, with parts of months rounded up to full months.
|Ralf Klein-Bölting (Chairman from September 13, 2016,|
|Dr. Arno Mahlert (Chairman and Member|
|Dr. Bernhard Düttmann (Vice-Chairman and Member|
As of December 31, 2016, the Supervisory Board held a total of 180 shares and no options on GfK shares. The Supervisory Board has committed itself to tender shares in the course of the voluntary public takeover bid by Acceleratio Capital N.V. Details of individual transactions by the members of the Supervisory Board and Management Board are published on the website in accordance with the German Corporate Governance Code (DCGK).