Board of Directors (BoD)
To ensure independence, the Members of the Board of Directors receive a fixed fee partially in cash and partially in Restricted Share Units (RSUs); the committee fees are provided in cash. RSUs are subject to a three-year vesting/holding period.
in CHF |
|
Cash |
|
RSUs |
|---|---|---|---|---|
Fixed fee |
|
|
|
|
Chairman |
|
400,000 |
|
400,000 |
Vice chair |
|
122,500 |
|
122,500 |
Member |
|
100,000 |
|
100,000 |
|
|
|
|
|
Committee fees |
|
|
|
|
Chair Audit & Risk |
|
40,000 |
|
n.a. |
Chair other committees |
|
30,000 |
|
n.a. |
Member Audit & Risk |
|
25,000 |
|
n.a. |
Member other committees |
|
20,000 |
|
n.a. |
Members of the Board of Directors are not subject to a minimum shareholding requirement.
The below table concerns the actual (2023) and estimated (2024) remuneration provided for the period from 18 April 2023 until the 2024 Annual General meeting on 7 May 2024, compared to the total maximum remuneration as approved by the General Meetings on 18 April and 29 June 2023 respectively.
Total Compensation |
|
Approved |
|
Provided |
||||
|---|---|---|---|---|---|---|---|---|
18 April 2023 until AGM 7 May 2024 |
|
4,579 |
|
3,769 |
||||
|
||||||||
The total compensation remains within the approved amount.
As at 31 December 2023 the Members of the Board of Directors held 16,078,901 shares and 18,239 RSUs.
Executive Committee (ExCo)
We want to attract and retain qualified leaders who can shape our future, rewarding progress in innovation and growth. We focus on long-term stakeholder value, aim to be competitive within the relevant market, and strive to align rewards with the Group’s strategy and sustainability ambitions. The below table provides an overview of target Total Direct Compensation. In addition to Base Salary, Total Direct Compensation consists of the Short-Term Incentive and the Long-Term Incentive.
in % of Annual Base Salary |
|
Target STI |
|
Target LTI |
|---|---|---|---|---|
CEO |
|
100% |
|
200% |
Other ExCo members |
|
85% or 100% |
|
120% or 100% |
The minimum shareholding obligation is 300% (of Annual Base Salary) for the CEO and 100% for other ExCo Members, to be accrued in a five-year period.
The total compensation excluding social security contributions awarded to the members of the Executive Committee over the period from 18 April 2023 until 31 December 2023 is within the maximum amount of total compensation for the same period as approved by the General Meeting on 18 April 2023 (see below table).
Total Compensation |
|
Approved |
|
Provided |
||||
|---|---|---|---|---|---|---|---|---|
18 April 2023 until AGM 7 May 2024 |
|
38,590 |
|
20,418 |
||||
|
||||||||
On 31 December 2023 the CEO held 82,453 shares. The other Members of the Executive Committee held 91,267 shares.
Governance
- Remuneration decisions are governed by the Swiss Code of Obligations and the Company’s Articles of Association
- The prospective maximum remuneration for the Board of Directors and the Executive Committee is subject to a binding vote at the General Meeting
- The General Meeting casts a non-binding vote on the Compensation Report