GUIDING PRINCIPLES OF THE REMUNERATION SYSTEM FOR THE MANAGING DIRECTORS OF XXXXXXXXXX XX Sample Clauses

GUIDING PRINCIPLES OF THE REMUNERATION SYSTEM FOR THE MANAGING DIRECTORS OF XXXXXXXXXX XX. The Supervisory Board of Xxxxxxxxxx XX establishes the remuneration system for Managing Directors based on the following guiding principles: • Linking performance and remuneration: The variable performance-based remuneration components should exceed the fixed remuneration components relative to total target remuneration in order to ensure remuneration is performance-based. • Value creation and free cash flow: Remuneration should promote the achievement of Schaeffler AG’s overarching objectives of creating value sustainably and generating free cash flow. The related strategic and operating performance indicators should serve as performance criteria embedded in the variable remuneration of Managing Directors. • Variable remuneration focused on long-term and sustainable increase in the value of the company: Variable remuneration should be largely long-term in nature and linked to changes in the value of the company. Furthermore, sustainability targets should continue to be addressed in the variable remuneration to emphasize the increasing importance of sustainability as a part of the company’s strategy. • Strengthening orientation toward the capital markets and more extensively aligning interests with those of shareholders: Managing Directors are required to purchase a set amount of Xxxxxxxxxx XX shares and to own them until the end of their Managing Director contract with Xxxxxxxxxx XX (share ownership guidelines). The remuneration system for Managing Directors is clear and transparent. The remuneration system is compliant with the requirements set out in the German Stock Corporation Act (Aktiengesetz - AktG), as amended by the German Act Implementing the Second Shareholder Rights Directive in the version dated December 12, 2019, (BGBl. Part I 2019, no. 50, dated December 19, 2019) and reflects the recommendations of the German Corporate Governance Code (GCGC) as adopted by the Government Commission German Corporate Governance Code on April 28, 2022. It provides the Supervisory Board with the flexibility required to respond to organizational changes and reflect a variety of market conditions.
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