Remuneration

Remuneration report for the year 2023
in accordance with the Remuneration Ordinance for Institutions and the AIFM Directive Annex II, the ESMA Guideline and the German Investment Code

Preliminary remark

In accordance with "Section 16 Disclosure" of the Ordinance on the Supervisory Requirements for Remuneration Systems of Institutions (Institutsvergütungsverordnung - InstitutsVergV), all institutions covered by the Ordinance must publish information on the structure of their remuneration systems.

The ESMA Guideline of July 1, 2017 also requires companies to disclose their remuneration policy in accordance with sections 161 to 169 in connection with the Commission's recommendations of April 30, 2009 on remuneration policy in the financial services sector, section 8.

The remuneration report relates to the remuneration of the employees and managing directors of HANNOVER LEASING GmbH & Co. KG, HANNOVER LEASING Investment GmbH, HANNOVER LEASING Finance GmbH and the supervised companies of the Group. The designation HANNOVER LEASING Group includes the three aforementioned companies. No other companies in the Group had employees at the time of reporting.

The special requirements for significant institutions pursuant to Section 1 (3) InstitutsVergV and Section 25n of the German Banking Act (Kreditwesengesetz) do not apply to the Hannover Leasing Group, as its total assets have not reached € 5 billion in the last four completed financial years. None of the other criteria pursuant to Section 1 (3) InstitutsVergV or Section 25n of the German Banking Act apply either. This is the result of a self-assessment.

[1] For reasons of better readability, only the masculine form "employee" has been chosen. Irrespective of this, both men and women are equally addressed here.

1. remuneration policy of the Hannover Leasing Group

The remuneration policy is an important component of corporate policy. It serves to attract applicants to the company and to motivate, develop and retain employees. In addition, compliance with all legal requirements is an important part of the remuneration policy. The balance between these goals and requirements is the objective of a sustainable remuneration system. Our remuneration policy is therefore based on the following framework conditions:

  • It is in line with the business and risk strategy.
  • It is transparent and comprehensible.
  • It contains measures to avoid conflicts of interest.
  • It is disclosed to external interest groups.
  • It secures the future economic performance and earning power of the Hannover Leasing Group in the long term.
  • The remuneration policy of the Hannover Leasing Group is also consistent with the inclusion of sustainability risks from the areas of environment, social and corporate governance (ESG). The companies belonging to the Hannover Leasing Group have set themselves corresponding ESG targets. As part of their business strategy, the companies strive to embed the criteria, taking into account the needs of investors and the requirements of their employees, business partners and service providers.
  • In the area of social affairs, for example, the compatibility of work and family (mobile working and part-time work) is to be promoted, which is one of the reasons for the high proportion of women in management positions. Furthermore, CO2 emissions are to be reduced in the area of the environment and investor transparency increased in the area of corporate governance. The companies' turnover, from which the remuneration of all employees is paid, is generated in accordance with these targets. In this way, the targets are also linked to employee remuneration.
  • The HANNOVER LEASING Group maintains a corporate organization that functionally supports the consideration of sustainability risks and compliance with processes. Employees are a key factor in achieving the ESG targets that have been set. Almost every department is entrusted with ESG issues. Employees therefore receive regular training in this area.
  • A compliance guideline and corresponding code of conduct with associated measures additionally regulate the conduct of employees with regard to ESG requirements in the context of their professional activities.
  • This remuneration policy and the measures described, particularly in connection with the granting of variable remuneration, ensure that the performance of employees is not remunerated or assessed in a way that conflicts with the companies' duty to act in the best interests of investors. The procedures described above ensure that employees take account of sustainability risks in the environmental, social and corporate governance areas in their work.

2. remuneration system for employees

The HANNOVER LEASING Group is not bound by collective agreements. The total remuneration consists of a fixed basic remuneration in line with the market and function, the so-called benefits (fringe benefits) and a variable component. The total remuneration philosophy is pursued throughout the Group and is intended to guarantee that the individual forms of remuneration are in the right proportion to each other and that an appropriate focus is set. A key feature of this principle is that variable remuneration should be used exclusively as an instrument to offer employees adequate incentives and rewards for their individual performance.

Remuneration not dependent on performance

The fixed annual salary system is generally based on the value of the position or the function performed in line with market conditions. Remuneration is based, among other things, on the employee's qualifications and skills. The amount of the fixed annual salary ensures that employees are not dependent on variable remuneration. In addition to the fixed annual salary, employees receive the following benefits:

  • Capital-forming benefits
  • Company pension scheme
  • Group accident insurance

Performance-related remuneration

In addition to the fixed annual salary, employees receive variable remuneration calculated on an annual basis depending on the results of the HANNOVER LEASING Group's ordinary business activities and the individual employee's achievement of targets. The percentage share increases depending on the hierarchy level and is generally between 10% and 50% of the fixed annual salary. Payment is made after completion of the employee appraisal interviews and adoption and approval of the annual financial statements of HANNOVER LEASING GmbH & Co. KG.

3. remuneration system for the Management Board

The remuneration system for the managing directors of the HANNOVER LEASING Group is determined by the shareholders' meeting and reviewed annually. It takes into account the statutory and regulatory requirements. The remuneration system is intended to ensure that the remuneration is commensurate with the tasks and performance of the Managing Directors and the situation of the HANNOVER LEASING Group.

The remuneration of the Management Board consists of a non-performance-related fixed annual salary as well as a company pension and variable remuneration - which amounts to a maximum of 100% of the fixed annual salary - which is measured on the basis of the following criteria (percentages may change annually):

  • Qualitative factors that are agreed annually (50%)
  • Depending on the result from ordinary activities (25%)
  • Target achievement of the responsible business unit and personal performance (25%)

Payment is made after the annual financial statements of the individual companies have been adopted and approved.

4. risk analysis / risk-oriented remuneration / risk takers

4.1 Risk analysis

A risk analysis was carried out for the HANNOVER LEASING Group on the basis of regulatory and statutory requirements. There is no incentive for management or employees to take disproportionately high risks. Furthermore, the approval procedure is staggered in such a way that no individual employee can conclude a significant contract alone.

4.2 Risk-oriented remuneration

The compliance guidelines of the HANNOVER LEASING Group stipulate that the risk orientation of remuneration may not be restricted by hedging or other countermeasures. Furthermore, a passage to this effect has been included in the individual contractual provisions with the managing directors. For employees who joined or transferred to HANNOVER LEASING Investment GmbH in 2014, this clause was included in the employment contracts.

4.3 Risk carriers

Based on the InstitutsVergV, the risk takers must now also be identified for insignificant institutions. Nevertheless, we have determined the risk takers on the basis of the regulatory requirements of ESMA Guideline Nos. 18 to 21. In the self-assessment, the Management Board as well as the Head of Real Estate Investment and the Head of Portfolio Management (deputy of the Management Board) were identified as risk takers.

Key figures such as laws and regulations, rules and regulations of the HANNOVER LEASING Group, competence of the individual employee, tasks according to function and job description were used in the determination methodology.

On the basis of ESMA Guideline No. 25, certain requirements cannot be applied. The HANNOVER LEASING Group has decided to make use of this option, which means that we have waived the following points:

  • Vesting period for variable remuneration
  • Ex-post consideration of risk in variable remuneration
  • Variable remuneration in the form of instruments (fund units)
  • Deferral (payment of variable remuneration over several years)

We have refrained from doing so for the following reasons:

  1. The business and risk strategy is clearly defined in the domestic and foreign real estate asset classes.
  2. The decision-making process from acquisition to subsequent structuring consists of various approval stages, meaning that no high risk positions can be taken here in terms of competence.
  3. The complexity of products in the retail sector is generally rather low, as otherwise they can no longer be explained to investors in a comprehensible manner.
  4. The risk of the individual AIFs is described in detail and is relatively low.
  5. The variable remuneration is linked to the overall success of the HANNOVER LEASING Group and not to the individual AIF.
  6. The amount of the fixed annual salary ensures that employees are not dependent on variable remuneration.

5. control units

The remuneration of employees in the control units (internal audit, human resources, controlling/supervisory law, risk management) is structured in such a way as to ensure appropriate qualitative and quantitative staffing levels. No performance targets are agreed for them that could give rise to a conflict of interest. The ratio of fixed annual salary to variable remuneration is clearly weighted in favor of the fixed annual salary. The variable remuneration amounts to a maximum of 30% of the fixed annual salary.

6 Remuneration Control Committee/Remuneration Officer

A Remuneration Control Committee in accordance with Section 15 InstitutsVergV and Sections 54 to 66 ESMA Guidelines has not yet been established as the criteria are not met. This is reviewed annually. A Remuneration Officer has not been appointed, as this is only necessary for significant institutions in accordance with Section 23 InstitutsVergV.

7. review

The remuneration systems of the Hannover Leasing Group and the underlying remuneration parameters are reviewed once a year by the responsible bodies on the basis of statutory and regulatory requirements as well as the business and risk strategy.

Pullach, 03.12.2024

Management of HANNOVER LEASING GmbH & Co. KG

Management of HANNOVER LEASING Investment GmbH

Management of HANNOVER LEASING Finance GmbH