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1 Kienbaum Management Consultants Excellence in Compensation Excellence in Compensation 1

2 Compensation Consulting We invite you to become accustomed with the Kienbaum Compensation Portfolio on the following pages. Compensation consulting why Kienbaum? Compensation has become a central instrument in future-oriented staffing policies and constitutes the interface to the successful implementation of strategic objectives. There is a clear need for efficient compensation systems, which equally address corporate governance and compliance demands, support the implementation of strategy and accommodate transformation processes. For such wide-reaching decisions and scope for action, Kienbaum is the right partner on both national and international levels. We command over 50 years of professional experience and draw upon wellfounded market data. Our integrated consulting approach We purposely comprise our expert teams of diverse consulting personalities with high levels of qualifications, multi-disciplinary competence and excellent professional experience. As a part of the Kienbaum group, we draw upon comprehensive know-how from all areas of our management consulting portfolio. With this foundation, we have created a unique consulting process which is as transparent as it is sustainable. We have set ourselves the goal of creating tailored solutions which consistently address the needs and concerns of our clients. Our results are measurable and of the highest quality. We are invested in your company's success which is why we keep your needs in focus and assist you in achieving your demanding operational and strategic corporate goals. We are looking forward to the opportunity to discuss the questions that are of importance to you. Dr Alexander v. Preen Managing Director, Partner Kienbaum Management Consultants GmbH 2 Excellence in Compensation Excellence in Compensation 3

3 Compensation A Critical Success Factor Compensation is a central leverage tool in the creation of a future-oriented staffing policy. As a central management instrument, compensation aligns the interests of your staff with corporate goals and strategies. As the bearers of change and progress, staff are the most decisive elements in successful companies. A value and success-orientated compensation system should contribute to the attainment of corporate goals as well as the implementation of corporate strategy, support the strategic orientation of business units, facilitate the flexibility necessary in embracing changing business situations, raise corporate attractiveness in the face of competition, assist in the acquisition of qualified and motivated staff, foster motivation and loyalty, prevent undesired fluctuation of qualified staff. We will accompany you in the design and implementation of strategic management and compensation systems from modular components through to complete compensation strategies. Use this leverage for your corporate success. We are here to support you. 4 Excellence in Compensation Excellence in Compensation 5

4 Global Competence Local Know-How Facts & figures With around 800 staff in over 20 countries, the Kienbaum Group can provide assistance and guidance worldwide. Kienbaum is the only consulting firm in Germany to provide classic management consulting, HR consulting and communications expertise, all under one roof. We offer integrated solutions from a single source without interface problems and coordination efforts. The area of compensation & benefits has been the pioneer of modern compensation consulting in Germany for over 50 years. With offices around the world as well as a comprehensive network of international partners, we guarantee maximum support in both national and international projects. We hold one of the largest compensation databases in Europe. Our focus Board Services Supervisory board compensation Management board compensation Executive compensation Total compensation strategies Performance management/variable compensation Short-, mid- and long-term incentives Job grading Sales management and compensation systems Compensation in collective agreements Staff cost management Compensation benchmarking Retirement planning/pension schemes Working time models Our coverage Germany Austria Switzerland Western Europe Eastern Europe North and South America Asia 6 Excellence in Compensation Excellence in Compensation 7

5 This is Diversity Experienced expert teams Kienbaum Compensation Consulting unites experienced teams with excellent knowledge of every facet of compensation. When composing teams, we place great importance on bringing together valuable project and practical experience, as well as specialisation in numerous industries. Our junior staff are selected from numerous professional fields and we ensure continuous further education and training. With such expertise, we can guarantee our clients up-to-date, diverse and profound expert know-how. A wide scope The great diversity present in our experts and teams allows us to unite valuable experience in the design and implementation of compensation systems with deep industry and segment knowledge. Tailored to your specific needs, our services portfolio covers: all facets and components of compensation, all industries, individual market pricings to total compensation strategies, pay-scale and non-pay-scale staff. Comprehensive orientation Our depth of knowledge in each position is equal to the scope of our services. Together with comprehensive expertise in top management, we have covered all staff groups and hold well-founded market data on all levels: Top Management/Top Executives Managerial Staff/Executives Specialists Professional Staff We provide optimal solutions in competitive differentiation! 8 Excellence in Compensation Excellence in Compensation 9

6 Top-Level Consulting: By Experts, for Experts Executive management/managing directors compensation As management consultants, we have developed a profound specialisation in the compensation of top executives found in executive management and on management boards. In this realm, particular requirements and regulations must be observed. As specialists in this complex of themes, we can ensure the appropriateness and sustainability of your compensation systems and provide sound consultation in their further development. Supervisory committee compensation Alongside management compensation, the configuration of supervisory committee compensation is also of great importance in a company's larger compensation policy. We can assist you in the structuring of such and demonstrate how increased demands placed on the supervisory board can be adequately provided for in compensation structures. Our comprehensive supervisory committee services: Kienbaum Board Services We have bundled a unique range of competencies from across the entire Kienbaum group to provide comprehensive support to supervisory committees: Efficiency audits e.g. with regard to supervisory board meetings or procedures adopted by boards and committees, liability and risks. Demand profiling e.g. minimum requirements and specialised requirements for supervisory board members as well as requirements specific to the employed business model. Board member appointments: the search for and selection of board members from candidate pools, analysis of the ethical, value-based and strategic fit. Supervisory committee appointments: the development and configuration of supervisory committees, analysis of the ethical, value-based and strategic fit. Our strength lies in management consulting. Compensation & management: benchmarking assessments for supervisory committee compensation, supervisory committee compensation systems and the sustainable design of such. Executive communication: preparation of the board for (annual) general meetings, neutral capacity for confidential communication activities as well as assistance in board restructuring, support in crisis situations. Learn more about these services at 10 Excellence in Compensation Excellence in Compensation 11

7 Events As your trusted advisor we would like to start talking with you. Board of Directors Fireside Chats (General Industry) Our Fireside Chats lend themselves to the current issues and challenges of corporate governance. The series of events are aimed at supervisory committees and boards of directors, which would like to discuss issues such as regulations governing appropriate board compensation or the challenges of independence or sustainability in an exclusive group setting. Board of Directors Fireside Chats (Public Sector) The discussion of comprehensive corporate governance issues amongst groups of high-ranking representatives of public companies is the focus of our Public Fireside Chats. Here, the implications of the Corporate Governance Codex take thematic priority. Top Executive Conferences Our Top Executive Conferences allow decision makers in the field of top management compensation the opportunity to inform themselves on the current challenges facing them. The combination of market trends, practical examples and experiences from corporate everyday-life form a platform for the intensive and productive sharing of experiences. MDAX Panel MDAX company personnel directors have the opportunity to explore short surveys on HR and compensation & benefits issues. Immediate results are exclusively presented to and discussed with event participants. Compensation Management in Family-Owned Companies Trends and practices common to German family-owned businesses are discussed in these events. Issues in the field of executive management and top executive compensation, as well as incentive and management systems in family-owned business are the primary focus. Kienbaum Grading Seminar Kienbaum Grading Seminars demonstrate how you can align your staffing policies to job evaluation results. Based upon evaluation results, we show you how to utilise HR tools by example for the implementation of compensation management to talent management. Compensation Excellence training for compensation & benefits managers Your compensation and benefits manager is set to profit from our comprehensive expert know-how in this compact seminar reinforced by case studies and emphasised by a field trial. Contact us to find out when the next seminar takes place. For information on other events and dates, please visit 12 Excellence in Compensation Excellence in Compensation 13

8 Achieving Goals Together Total compensation strategies We can assist you in the development of a total compensation strategy with the goal of effectively implementing your corporate strategy whilst sustainably stimulating your company's performance and result orientation. The intelligent configuration of your compensation package leads to real improvements, including better management efficiency company-wide and better hiring rates as well as a reduction in staff fluctuation amongst top performers and mission-critical jobs. Performance management/variable compensation Adopt a success and performance-oriented compensation system to align value drivers and key performance indicators with corporate strategy, in turn strengthening a sense of responsibility in management and motivation amongst staff. We assist you in the development and implementation of such systems and the related management tools. Learn more about bonus scales, bonus systems for managerial staff, incentive models to increase sales effectiveness, bonus schemes as well as short-, mid- and long-term incentive plans. Personnel cost management In times of corporate crisis, special challenges arise. Rash decisions can result in long-term implications for corporate performance. Get up-to-date on pathways to sustainable personnel cost management. We maximise potential as part of a systematic optimisation of all existing cost elements in compensation systems. Job grading/job evaluations Kienbaum Job Grading distinguishes itself through the application of a value-oriented approach, focusing on each position's concrete contributions to corporate success. Use our differentiated job evaluation approach as the basis for the systematic design of significant personnel policy tools. Pensions and retirement planning Corporate pensions and retirement plans are strategic components of comprehensive staff-oriented compensation and an expression of the corporate culture in successful companies. We provide consulting in the evaluation of existing provisions and assist you in the realignment of corporate pensions. Success through precision. Sales management and compensation systems Particularly in demanding market environments, great importance is placed on sales management a key success factor. Kienbaum can ensure your sales success through the development of efficient and effective sales structures, motivating sales management and a successful performance culture. Compensation in collective agreements Organisational restructuring can also lead to a heterogeneous compensation structure and excessive personnel costs in collective agreements. We gladly assist in the establishment of a compensation structure that conforms to collective agreements, whilst being performance-oriented from the analysis of alternative rate structures to the conceptualising and implementation of more modern compensation systems. 14 Excellence in Compensation Excellence in Compensation 15

9 Our Consulting Basis: Well-Founded Market Data Market analysis Thanks to regular and systematic analyses, we are equipped with profound market knowledge. Always up-to-date, we can provide you with the latest in market information, including regulatory demands and compensation trends. Individual benchmarks We offer you the opportunity to benchmark your compensation data with a peer group tailored to your company. Based upon your relevant company specifics, we will identify a tailored peer group in cooperation with you and then conduct analysis for you. Results are individually presented, exclusively for your company. Club benchmarks We conduct market comparisons for companies in defined industry sectors what we call 'Club Benchmarks'. Reports detailing results are exclusively made available to participating companies, allowing for the comparison of anonymised market figures with your own company position. This permits a localised positioning of your current staff compensation policy against your competitors. Compensation reports A systematic overview of compensation levels in the market is the foundation of a competitive compensation policy which promotes your staff's performance. Our reports deliver up-to-date, annual information on the level and structure of compensation awarded to numerous job profiles in various branches and markets throughout Europe. Trusted data from Kienbaum validity is key. 16 Excellence in Compensation Excellence in Compensation 17

10 Our Online Services: 24/7 Always up-to-date. The Kienbaum Compensation Portal: Flexible access to our online database The ability to easily call up competitive market data at any time is key when dealing with questions relating to compensation. As a service-oriented provider, Kienbaum offers your HR experts exclusive access to our compensation online database. In addition to our existing online tools, the Compensation Portal empowers users with the ability to call up custom compensation queries and create benchmarking reports. The TÜV-certified online tool is presented in three modules. Depending on the module chosen, users can select data from either the entire online database, parts of the online database or industry segment-specific club benchmarks. For more information on the Kienbaum Compensation Portal, please visit our webpage at or contact your local Kienbaum consultant. Our compensation homepage: Kienbaum Compensation Consulting's online business card Our Internet portal, contains more information on Kienbaum Compensation Consulting. There, you will find details covering our areas of consultation, current projects and dates, as well as a rich amount of valuable information relating to compensation. We are looking forward to your visit! Compensation Shop Learn about all of our printed compensation consultation products online, available for purchase at 18 Excellence in Compensation Excellence in Compensation 19

11 Kienbaum Offices Germany Europe Global There for you, around the world. Berlin Potsdamer Platz Berlin Düsseldorf Speditionstraße Düsseldorf Frankfurt Beethovenstraße Frankfurt a. M. Gummersbach Ahlefelder Straße Gummersbach Hamburg Hohe Bleichen Hamburg Munich Arnulfstraße Munich Amsterdam Teleport Towers Kingsfordweg GR Amsterdam Budapest Andrássy út Budapest Bucharest Calea Floreasca 169A corp A, etaj 4, sector 1 Bucharest Helsinki Mannerheimintie 12 B, 5th floor Helsinki London 83 Baker Street London W1U 6AG Paris 47, Avenue George V Paris Prague Lazarská Prague 1 Stockholm Mäster Samuelsgatan Stockholm Warsaw Pl. Pilsudskiego Warsaw Vienna Tuchlauben Vienna Bangkok 14th Floor Abdulrahim Place 990 Rama IV Road Bangkok Moscow 16A Leningradskoe Shosse Metropolis Business Center Building 1, Floor , Moscow New York 245 Park Avenue 24th and 39th Floor New York City, São Paulo Rua Alexandre Dumas th floor São Paulo Shanghai Unit Ocean Towers 550 Yan An Road East Shanghai Singapore 350 Orchard Road #13-07 Shaw House Singapore Tokyo 14F Kamiyacho MT Bldg Toranomon Minato-ku Tokyo Zagreb A. Hebranga Zagreb Zurich Höschgasse Zurich 20 Excellence in Compensation Excellence in Compensation 21

12 Contact Dr Alexander v. Preen Managing Director, Partner Kienbaum Management Consultants GmbH Kienbaum Compensation Consulting Ahlefelder Straße Gummersbach Germany Fon: Excellence in Compensation 23

13 Kienbaum Management Consultants 24 Excellence in Compensation