Business report  >  Remuneration Report

5. Board of Directors: remuneration and share ownership

In 2013, members of the Board of Directors received a total remuneration of TCHF 1,183 (previous year TCHF 1,198). Compensation for regular board activities and committee assignments amounted to TCHF 1,063 (previous year TCHF 1,100). This is a reduction of approximately 3%. For 2013, the remuneration of the Board of Directors consists solely of a fixed remuneration paid out in the form of non-discounted restricted shares.

Please refer to the following table for details pertaining to the remuneration of members of the Board of Directors:

 
  A. Baehny
Chairman 4		 R. Spoerry
Vice Chairman		 H. Reuter F. Ehrat J. Song J. Tang-
Jensen		 Total
  CHF CHF CHF CHF CHF CHF CHF
2013              
Remuneration of the Board of Directors
Accrued remuneration 1 - 320,000 222,500 150,000 170,000 200,000 1,062,500
Expenses - 15,000 15,000 11,250 15,000 15,000 71,250
Contributions to social insurance - 15,071 10,714 7,438 6,066 9,701 48,990
Total - 350,071 248,214 168,688 191,066 224,701 1,182,740

 

              CHF
Remuneration of former members of the Board of Directors
Accrued remuneration 50,000
Expenses             3,750
Contributions to social insurance 2,469
Total             56,219

 

  A. Baehny
Chairman 4		 R. Spoerry
Vice Chairman		 H. Reuter S. Ruoff J. Song J. Tang-
Jensen		 Total
  CHF CHF CHF CHF CHF CHF CHF
2012              
Remuneration of the Board of Directors
Remuneration              
- Fixed remuneration - 210,000 140,000 130,000 82,500 97,500 660,000
- Variable remuneration - 140,043 93,384 86,684 54,843 64,846 439,800
Total remuneration 2 - 350,043 233,384 216,684 137,343 162,346 1,099,800
thereof drawn in shares in 2013 3   333,621 222,183 206,230 103,346 122,305 987,685
               
Expenses - 10,000 10,000 10,000 7,500 7,500 45,000
Contributions to social insurance - 16,422 11,201 10,454 6,799 7,893 52,769
Total - 376,465 254,585 237,138 151,642 177,739 1,197,569

1 Directors fee booked, but not yet paid as at December 31. Payment will be made in the first quarter of 2014 in the form of restricted shares. The blocking period is 4 years.
2 The total remuneration for 2012 was calculated based on the fixed fee and the share discount of 40% granted under the Employee Share Plan 2013 in March 2013. The size of the Employee Share Plan discount is based on the performance of the previous year. For 2013, the compensation regulations of the board have been changed. From 2013, the compensation for the Board of Directors no longer includes a variable component.
3 The remuneration is paid out in the form of registered shares in the company with a par value of CHF 0.10 each, 4-year blocking period, valued at fair value at grant date of CHF 231.20. The part not paid in shares is used for the payment of social charges and for Swiss withholding taxes for non Swiss board members.
4 The remuneration of A. Baehny as Chairman of the Board is compensated with his total CEO remuneration.

 

As of the end of 2013 and 2012, the members of the Board of Directors held the following shares in the company:

 
  A. Baehny
Chairman		 R. Spoerry
Vice Chairman		 H. Reuter F. Ehrat J. Song J. Tang-
Jensen		 Total
2013              
Shareholdings Board of Directors
Shares see Group
Executive Board		 6,355 5,584 200 448 749 13,336
Percentage voting rights shares   < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1%

 

  A. Baehny
Chairman		 R. Spoerry
Vice Chairman		 H. Reuter S. Ruoff J. Song J. Tang-
Jensen		 Total
2012              
Shareholdings Board of Directors
Shares see Group
Executive Board		 4,912 4,623 2,595 1 220 12,351
Percentage voting rights shares   < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1%

 

As of December 31, 2013, there were no outstanding loans or credits between the company and the members of the Board of Directors.