Governance structure
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 Annual General Meeting, upon a proposal by the Board of Directors (see first table below).
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 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. These include, but are not limited to, grant value, vesting requirements, blocking, and/or lock-up periods and forfeiture conditions.
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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Annual General Meeting |
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Executive Committee as a whole |
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Board of Directors |
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Annual General Meeting |
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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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Compensation Committee
Governed by the Compensation Committee charter, the Compensation Committee comprises four non-Executive Directors, to be appointed for one year by the Annual General Meeting. For the period from the 2024 AGM until the 2025 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 (see the table ‘Annual agenda Compensation Committee’ below). 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 who may be engaged during the year to provide legal and external market insights.
Annual agenda Compensation Committee
- Actual remuneration of the Board of Directors and Executive Committee Members, backward-looking
- Remuneration of the Board of Directors and Executive Committee, forward-looking
- STI and LTI actual performance achievement, backward-looking
- Trends in remuneration, governance, and regulatory requirements
- Validation of compliance checks with reward principles
- Validation of annual Compensation Report
- Preparation for AGM
- STI and LTI target performance measures, forward-looking
- Market benchmarking for Board of Directors and Executive Committee remuneration
- Stakeholder consultation
- Review of incentive design and alignment with strategy
- Preview of 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 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 graphic below provides an overview of the relevant decisions on compensation (to be) made by the Annual General Meeting.
Compensation decisions
