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Compensation payable to the Management Board members appointed up until 24 June 2009 was mainly comprised of a fixed salary and a variable, performance-based component, calculated on the basis of earnings before taxes (EBT) for the Group. There were no variable components of compensation with a long-term incentive effect and risk elements.

In the event of a change in control (minimum of 30% of the voting rights), the members of the Management Board appointed up until 24 June 2009 had a termination right, insofar as the performance of Management Board duties had become unacceptable.
In this event, they were entitled to compensation, the level of which was determined on the basis of double the average annual remuneration amount, while also taking into account the remaining term of the contract; the minimum level of compensation for each Management Board member was set at €500,000.00. Upon resignation of the Management Board members effective from 24 June 2009, the existing Management Board contracts were terminated, and severance pay was agreed for said parties.

Upon appointment of the new members of the Management Board effective from 24 June 2009, the Supervisory Board reviewed and adjusted the compensation system for the Management Board. In the case of two of the Management Board members, the Company merely pays fixed compensation. The third member of the Management Board receives fixed compensation as well as a variable component of compensation. The variable component of compensation is performance-based and calculated on the basis of key performance indicators (including EBIT) that are agreed upon by the Supervisory Board and the member of the Management Board. The level of variable compensation is determined according to the attainment of targets and is equivalent to no more than approx. 30% of total compensation.

Additionally, the Company provides non-monetary fringe benefits. Primarily, these include a company car and insurance premiums. Travel expenses incurred by Management Board members are reimbursed at an appropriate level.

Severance payment obligations exist in the event of premature dismissal of an appointed member of the Management Board without good cause for termination pursuant to Section 626 of the German Civil Code (Bürgerliches Gesetzbuch – BGB). The level of severance pay agreed within this context is determined according to the remaining term of the respective employment contract; it is limited to a maximum of three annual salaries.

Total compensation payable to the Management Board for the 2009/10 financial year as well as the preceding financial year was as follows:

Additionally, severance payments of €2.6 million in total were made to members of the Management Board who stepped down from their posts.
On 14 September 2006, the Annual General Meeting of PC-Ware Information Technologies AG decided in favour of the opt-out clause and passed a resolution whereby the individual compensation of Management Board members shall not be disclosed in an itemised format for the financial years 2006/07 to 2010/11.

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The accounting-related ICS includes principles, methods and measures to ensure compliant Group accounting. The system is refined on a continual basis and is adapted to new conditions where necessary. The accounting-related ICS encompasses control mechanisms aimed at both prevention and detection. These include computer-aided and manual coordination, separation of functions, the four-eye principle and general IT monitoring, e.g. access regulations for IT systems.

Group Finance is responsible for coordinating Group accounting and the preparation of management reports. The process of preparing financial statements is governed by Group accounting standards and the financial reporting calendar that is applicable throughout the Group. Amendments to laws and accounting standards as well as other pronouncements are continuously analysed for their impact on the Consolidated Financial Statements.
Insofar as they are of relevance to the preparation of the Consolidated Financial Statements, these details are communicated accordingly. The individual Group companies are responsible for complying with the Group policies and procedures and for the compliant, timely execution of their accounting-related processes and systems, and are supported, monitored and instructed in these activities by Group Finance.

The process of consistent and compliant Group accounting is supported by IT-based reporting and consolidation systems. External advisors are consulted when appropriate (e.g. for valuations).

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