Remuneration report for the financial year 2022
The Company has prepared this Remuneration Report for the financial year 2022 (the "Report") in accordance with the provisions of Act LXVII of 2019 on the promotion of long-term shareholder involvement and the amendment of certain Acts for the purposes of legal harmonisation and the remuneration policy approved by the General Meeting of Shareholders of the Company with a view to expressing an opinion.
The Company has a one-tier governance system, the members of the Audit Committee shall be elected from among the members of the Board of Directors.
The remuneration report covers the remuneration of the members of the Board of Directors and the Audit Committee, the dividends received on employee shares allocated under the Management Share Option Plan and the directors' remuneration.
Remuneration of members of the Board of Directors and Audit Committee in 2022
Gábor Bojár
In 2022, the Chairman of the Board of Directors received a gross monthly remuneration of EUR 2,000, and a gross annual remuneration of EUR 24,000.00. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 600.000,- per gross per month as of 26.04.2018.
János Kocsány
The remuneration of the member of the Board of Directors was EUR 1.000,- gross per month in 2022, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020, the remuneration was HUF 300.000,- gross per month as of 26.04.2018. János Kocsány, as CEO of the company, also received remuneration and dividends on his employee shares.
András Szigeti
The remuneration of the member of the Board of Directors was EUR 1.000,- gross per month in 2022, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26.04.2018.
Péter Hornung
The remuneration of the member of the Board of Directors and the member of the Audit Committee was EUR 1.000,- gross per month in 2022, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26.04.2018.
Dr. János Kálmán
The remuneration of the member of the Board of Directors and the Chairman of the Audit Committee was EUR 1.500,- gross per month in 2022, and EUR 18.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26.04.2018.
Dr György Martin-Hajdu
The remuneration of the member of the Board of Directors and the member of the Audit Committee wasEUR 1.000,- gross per month in 2022, and EUR 12.000,- gross annually. He had no other remuneration, benefits or compensation. There were no changes compared to the previous year, the remuneration remained unchanged from 1 May 2020. Before 1 May 2020 his remuneration was HUF 300.000,- per gross per month as of 26.04.2018.
Dividends on employee shares
CEO János Kocsány was entitled to receive dividends on employee shares under the Management
Share Option Plan approved by the General Meeting of Shareholders. In 2022, the amount of his performance-based dividend under the Management Share Option Plan: HUF 73,395,407.00.
Date and number of employee shares issued: 1.384.819 shares (518.443 shares - 30.09.2020, 866.376 shares - 11.03.2022)
The issue was decided by the Board of Directors on the basis of the Management Share Option Plan.
The entitlements and clawback options for employee shares are set out in the Management Share Option Plan.
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019. | 2018. |
73.395.407 | 61.694.717 | 59.010.304 | 52.532.676 | 38.774.118 |
Sándor Bihari, CFO, was entitled to receive dividends on employee shares under the Management
Share Option Plan approved by the General Meeting of Shareholders. In 2022, the amount of his performance-based dividend under the Management Share Option Plan: HUF 26,041,444.00
Date and number of employee shares issued: 491.348 shares (99.262 shares - 20.05.2021, 392.086 shares - 11.03.2022)
Date and number of employee shares redeemed: 491.348 shares - 30.06.2022
The issue and the redemption were decided by the Board of Directors on the basis of the Management
Share Option Plan.
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019. | 2018. |
26.041.444 | 11.812.178 | 0 | N/A | N/A |
Annual basic salaries and other allowances
Annual basic salary of János Kocsány, CEO in 2022: HUF 14.400.000,-; fringe benefits: HUF 680.000,-
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019. | 2018. |
15.080.000 | 15.080.000 | 15.080.000 | 15.080.000 | 15.080.000 |
Basic salary of Sándor Bihari, CFO, from 1 January 2022 to 30 June 2022: HUF 9.600.000,-; Fringe benefits: HUF 340.000,-; Severance pay: HUF 7.600.000,-.
Annual average benefit (amount for comparison, not actual payment): HUF 19.880.000,-
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019. | 2018. |
17.540.000 | 19.880.000 | 9.940.000 | N/A | N/A |
Ildikó Farkas, CFO, basic salary from 1 July 2022 to 31 December 2022: HUF 6.600.000,-; fringe benefits: HUF 340.000,-; bonus: HUF 1.879.000,-.
Annual average benefit (amount for comparison, not actual payment): HUF 17.638.000,-
She was not previously a CFO.
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019. | 2018. |
8.819.000 | N/A | N/A | N/A | N/A |
Zsuzsanna Pálfalvi, Director of Operations, annual basic salary in 2022: 18.060.000,- HUF; fringe benefit: 680.000,- HUF; bonus: 3.933.000,- HUF.
Annual changes in remuneration (HUF) | 2022. | 2021. | 2020. | 2019.* | 2018. |
22.673.000 | 18.480.000 | 16.815.682 | 9.027.500 | 19.580.000 |
*: was on partial leave in 2019
Summary
Fixed and variable remuneration components were found for both János Kocsány, CEO, and Sándor Bihari, CFO. Their ratio:
Name Remuneration 2022 (HUF) / in | Fixed remuneration | Variable remuneration | Total remuneration | Fixed remuneration rates | Variable remuneration rates |
János CEOKocsány | 19.775.960 | 73.395.407 | 93.171.367 | 21% | 79% |
Sándor Bihari CFO - actual time spent | 17.540.000 | 26.041.444 | 43.581.444 | 40% | 60% |
Sándor Bihari CFO - annual pro rata (not actual payment) | 19.880.000 | 26.041.444 | 45.921.444 | 43% | 57% |
The Company has not applied performance criteria other than the Management Share Option Plan.
The Company has had no non-executive employees in the last five financial years.
Changes compared to the previous financial year: the remuneration of the members of the Board of Directors has not changed in the financial year 2022. The members of the Board of Directors and the Audit Committee do not receive any cash or non-cash benefits other than honoraria in respect of their office.
In implementing the remuneration policy, there were no deviations from the approved remuneration policy, and the Company acted in accordance with the policy adopted by the opinion vote and the Management Share Option Plan. The Company has awarded variable remuneration based on pro forma results.
The beneficiaries of the Management Share Option Plan are not the same as the "directors" defined in
the Act LXVII of 2019 on the promotion of long-term shareholder involvement and the amendment of certain Acts for the purposes of legal harmonisation, but the Company will present the remuneration of all the beneficiaries for the purpose of the entitlement to employee shares.
Budapest, 27 March 2023.
Graphisoft Park SE Board of Directors
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Graphisoft Park SE published this content on 27 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2023 17:37:24 UTC.