• 37. Compensation of the Management Board and the Supervisory Board
• 38. Auditor’s fees
• 39. Corporate Governance
• 40. Proposal for the distribution of earnings
• 41. Responsibility statement

37. Compensation of the Management Board and the Supervisory Board

Individualized information regarding the compensation of the members of the Management Board and of the Supervisory Board is disclosed in the Compensation Report which is part of the Management Report.

The Management Board’s compensation is, as a whole, performance-oriented and consisted of three components in 2009: non-performance-related compensation (basic salary), performance-related compensation (variable bonus), and a long-term incentive component (stock options).

The cash compensation paid to the Management Board for the performance of its responsibilities was € 9,345 thousand (2008: € 9,138 thousand). Thereof,
€ 3,635 thousand (2008: € 3,591 thousand) were not performance-related and
€ 5,204 thousand (2008: € 5,118 thousand) were performance-related. The amount of the performance-related compensation generally depends on the achievement of targets relating to the net income of the Fresenius Group and business segments. As a long-term incentive component, the members of the Management Board received 180,600 stock options under the Fresenius SE Stock Option Plan 2008 and 99,600 stock options under the Fresenius Medical AG & Co. KGaA Stock Option Plan 2006.

The compensation paid to the Supervisory Board and its committees was
€ 1,584 thousand in 2009 (2008: € 1,488 thousand). Of this amount, € 183 thousand was fixed compensation (2008: € 183 thousand), € 100 thousand was compensation for committees services (2008: € 100 thousand), and € 1,301 thousand was variable compensation (2008: € 1,205 thousand).

In 2009, to former members of the Management Board, € 875 thousand (2008: € 1,386 thousand) were paid. The pension obligation for these persons amounted to € 9,878 thousand in 2009 (2008: € 10,056 thousand).

In the fiscal years 2009 and 2008, no loans or advance payments of future compensation components were made to members of the Management Board of Fresenius SE.