The Director Remuneration Confirmation Letter is a crucial document in German corporate governance, typically issued following the appointment of a new director or when there are significant changes to a director's compensation package. It serves as an official record of the agreed remuneration terms and helps ensure compliance with German regulatory requirements, particularly under the Aktiengesetz (Stock Corporation Act) and the German Corporate Governance Code. The letter should be used whenever there is a need to formally document director compensation terms, whether for new appointments, annual reviews, or material changes to remuneration structures. It includes comprehensive details about all compensation components, benefits, and performance-related elements, while ensuring alignment with German legal requirements for appropriate and transparent director compensation.
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1. Letter Header: Company letterhead, date, and recipient's details including full name and address
2. Subject Line: Clear indication that this is a Director Remuneration Confirmation Letter
3. Salutation: Formal greeting to the director
4. Position Reference: Confirmation of the director's position and effective date of appointment
5. Base Salary: Confirmation of the annual base salary amount and payment frequency
6. Variable Compensation: Details of any bonus schemes, profit-sharing, or performance-related compensation
7. Benefits Package: Overview of additional benefits such as insurance, pension contributions, and other perquisites
8. Implementation Date: Clear statement of when the remuneration terms take effect
9. Closing: Formal closing, signature block for authorized representative
1. Stock Options/Share-Based Compensation: Include when the director receives equity-based compensation as part of their package
2. Special Allowances: Include when there are specific allowances such as relocation, housing, or travel benefits
3. Clawback Provisions: Include when there are provisions for recovering variable compensation under certain circumstances
4. Non-Compete Reference: Include when remuneration is tied to non-compete obligations
5. Corporate Governance Compliance: Include for listed companies to confirm compliance with German Corporate Governance Code
1. Schedule 1 - Detailed Remuneration Structure: Comprehensive breakdown of all remuneration components and calculation methods
2. Schedule 2 - Benefits Details: Detailed description of all benefits, insurance coverage, and pension arrangements
3. Schedule 3 - Variable Compensation Metrics: Specific performance metrics and calculation methods for variable compensation
4. Schedule 4 - Stock Option Terms: Details of any stock option or share-based compensation plans
5. Appendix A - Regulatory Compliance Checklist: Confirmation of compliance with relevant German regulations and corporate governance requirements
Relevant legal definitions
Annual Base Salary
Base Year
Board
Bonus
Company
Compensation Committee
Corporate Governance Code
Director
Effective Date
Financial Year
Fixed Remuneration
Group
Long-Term Incentive Plan
Management Board
Performance Criteria
Performance Period
Reference Period
Remuneration Policy
Short-Term Incentive
Supervisory Board
Target Bonus
Variable Compensation
Vesting Period
Works Council
Base Year
Board
Bonus
Company
Compensation Committee
Corporate Governance Code
Director
Effective Date
Financial Year
Fixed Remuneration
Group
Long-Term Incentive Plan
Management Board
Performance Criteria
Performance Period
Reference Period
Remuneration Policy
Short-Term Incentive
Supervisory Board
Target Bonus
Variable Compensation
Vesting Period
Works Council
Clauses
Base Salary
Variable Compensation
Performance Criteria
Benefits and Allowances
Pension Arrangements
Stock Options
Payment Terms
Bonus Calculations
Clawback Provisions
Review and Adjustment
Term and Effectiveness
Regulatory Compliance
Tax Treatment
Benefits in Kind
Insurance Coverage
Company Car Provisions
Travel Allowance
Pension Contributions
Annual Leave
Severance Terms
Change of Control
Malus Provisions
Corporate Governance Compliance
Reporting Requirements
Variable Compensation
Performance Criteria
Benefits and Allowances
Pension Arrangements
Stock Options
Payment Terms
Bonus Calculations
Clawback Provisions
Review and Adjustment
Term and Effectiveness
Regulatory Compliance
Tax Treatment
Benefits in Kind
Insurance Coverage
Company Car Provisions
Travel Allowance
Pension Contributions
Annual Leave
Severance Terms
Change of Control
Malus Provisions
Corporate Governance Compliance
Reporting Requirements
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Retail
Energy
Telecommunications
Professional Services
Real Estate
Consumer Goods
Industrial
Transport & Logistics
Media & Entertainment
Pharmaceuticals
Automotive
Relevant Teams
Human Resources
Legal
Company Secretariat
Board Secretariat
Compensation & Benefits
Corporate Governance
Executive Office
Compliance
Finance
Risk Management
Relevant Roles
Managing Director
Executive Director
Board Member
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Supervisory Board Chairman
Company Secretary
Head of Human Resources
General Counsel
Compensation Committee Member
Corporate Governance Officer
HR Director
Legal Director
Compliance Officer
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