Fixed Remuneration and Variable Remuneration are payable after deduction, by JSW as payer, of the applicable public-law levies subject to payment to the relevant authorities in respect of the Manager. If the applicable provisions of law require that, despite the fact that the Manager does not run his/her own business activity, Fixed Remuneration, Variable Remuneration or benefits payable by virtue of severance pay or non-competition clauses are subject to VAT at the applicable rate, such VAT will be added on top of the amount in question. Should the Manager be required to pay VAT for any past periods, JSW undertakes to pay to the Manager an amount equal to such tax arrears, together with interest.
Fixed Remuneration is payable within 7 days of the date of delivery of a properly issued bill to JSW. If the contract is in force for a shorter period than a full calendar month or if the Manager is unable to render his/her services in an uninterrupted manner, as provided for in the contract, Fixed Remuneration will be calculated on a pro rata basis.
The Manager will also be entitled to Variable Remuneration if he/she performs the contract for a period of less than one full financial year but for at least 3 months in the relevant financial year, in which case Variable Remuneration will be calculated on a pro rata basis. The pro rata calculation will depend on the number of days of the Manager’s provision of services in the relevant financial year. The Supervisory Board determines (to an extent consistent with remuneration-related decisions by the General Meeting) the maximum Variable Remuneration for a given financial year, the Management Objectives for a given financial year and the method for evaluating their achievement. A general set of Management Objectives is outlined in a resolution adopted by the General Meeting, and the Supervisory Board is authorised by the General Meeting to define them precisely, assign weights to such objectives and define objective and measurable criteria of their achievement and settlement.
Variable Remuneration will be paid out provided that the Manager fulfils his/her Management Objectives, after the Management Board report on JSW’s operations and the financial statements for the preceding financial year are approved and the Manager receives a discharge on the performance of his/her duties as a Management Board Member by the General Meeting in accordance with the provisions of the contract. Variable Remuneration, provided that it is due, will be paid within 7 days from the date of delivery to JSW of a correctly issued bill by transfer to a bank account indicated by the Manager. In accordance with a decision of the General Meeting, payment of a portion of Variable Remuneration may be deferred for a period not to exceed 36 months, depending on fulfilment of conditions by the specified deadline according to the designated Management Objectives, in which case that portion of Variable Remuneration may be paid out in full or partially at the end of the settlement period.
JSW is entitled to put forward a claim for reimbursement (in full or in an appropriate part) of the disbursed Variable Remuneration if, following such disbursement, it becomes apparent that Variable Remuneration (in whole or in an appropriate part, as the case may be) was granted to the Manager on the basis of data that subsequently turned out to be incorrect.