As determined by the Swiss Code of Obligations and the Articles of Association, the remuneration of the Board of Directors and the Executive Committee is subject to approval by the General Meeting of Shareholders, upon a proposal by the Board of Directors. The governance for setting the compensation is laid out in the below overview.
Remuneration of |
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Proposal by |
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Approval by |
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Board of Directors as a whole |
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Board of Directors |
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General Meeting of Shareholders |
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Executive Committee as a whole |
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Board of Directors |
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General Meeting of Shareholders |
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Chair of the Board of Directors; CEO1 |
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Compensation Committee |
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Board of Directors |
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Members of the Board of Directors |
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Compensation Committee |
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Board of Directors |
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Members of the Executive Committee |
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Compensation Committee |
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Board of Directors |
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Considering proposals of the Compensation Committee, the Board of Directors shall approve the terms and conditions of Short- and Long-Term Incentive plans (to be settled in cash or equity), including the performance targets. Furthermore, the Board of Directors approves the terms and conditions of employment arrangements of the Board of Directors and the Executive Committee and may provide for adjustment mechanisms or claw-back of incentive-based compensation. Regarding equity compensation plans, the Board of Directors shall determine the plan specifics, such as, but not limited to, grant value, vesting requirements, blocking, and/or lock-up periods and forfeiture conditions.
Governed by the Compensation Committee charter, the Compensation Committee comprises four independent non-Executive Directors, to be appointed for one year by the General Meeting of Shareholders. For the period from 18 April until the 2024 AGM, the Committee Members are: Carla Mahieu (Chair), Thomas Leysen, Frits van Paasschen, and André Pometta. The Chair determines the agenda, while the Chief Human Resources Officer (CHRO) and relevant experts prepare and provide materials for the Compensation Committee meetings. The Compensation Committee may invite the CEO or other Executives to their meetings as deemed necessary. They have an advisory role and no voting rights. This is also the case for external experts and advisors that may be engaged during the year to provide legal and external market insights.
Annual agenda Compensation Committee
- Actual remuneration Board of Directors and Executive Committee Members, backward-looking
- Remuneration Board of Directors and Executive Committee, forward-looking
- STI and LTI actual performance achievement, backward-looking
- STI and LTI target performance measures, forward-looking
- Trends in remuneration, governance, and regulatory requirements
- Validation compliance checks with rewards principles
- Validation of annual Compensation Report
- Preparation for AGM
- Market benchmarking for Board of Directors and Executive Committee remuneration
- Stakeholder consultation
- Review of incentive design and alignment to strategy
- Preview annual Compensation report
The shareholders are involved in the decisions concerning the remuneration of the Board of Directors and the Executive Committee. The General Meeting has a binding vote on the maximum remuneration for the Board of Directors and the Executive Committee. In accordance with the Articles of Association, such a binding vote has a prospective nature and concerns the maximum remuneration for the period until the next General Meeting (Board of Directors) or the following calendar (i.e. financial) year (Executive Committee). We submit a compensation report to the General Meeting (non-binding vote), inviting the shareholders to express their opinion on the remuneration in the previous year.
The below table provides an overview of the relevant decisions on compensation (to be) made by the respective general meeting of shareholders.
Remuneration decisions
