3.1. Nomination and Compensation Committee
As determined in the Articles of Incorporation and in the Organisational Regulations of Geberit AG, the Nomination & Compensation Committee (NCC) supports the Board of Directors (BoD) in the fulfillment of its duties and responsibilities in the area of remuneration and personnel policy, including:
- Establishment and periodical review of the Group’s remuneration policy and principles
- Yearly review of the individual remuneration of the CEO and of the other members of the Group Executive Board
- Yearly performance assessment of the CEO and of the other members of the Group Executive Board
- Preparation of the remuneration report
- Personnel development of the Group Executive Board
- Succession planning and nomination for positions on the Group Executive Board
- Pre-selection of candidates for election or re-election to the Board of Directors
Approval and authority levels on remuneration matters:
|Remuneration policy and guidelines, in line with the provisions of the Articles of Association||proposes||approves|
|Maximum aggregate amount of remuneration for the Board of Directors and for the Group Executive Board||proposes||reviews||binding vote|
|Individual remuneration of members of the Board of Directors||proposes||approves|
|Individual remuneration of the CEO (including fixed remuneration, STI1 and LTI2)||proposes||approves|
|Individual remuneration of the other members of the Group Executive Board||proposes||reviews||approves|
|LTI2 grant for all other eligible parties||proposes||reviews||approves|
|1 Short-Term Incentive|
|2 Long-Term Incentive|
The Nomination & Compensation Committee consists exclusively of independent and non-executive members of the Board of Directors, who are elected annually by the General Meeting. For the period under review, the NCC consisted of Robert F. Spoerry as Chairman and Jørgen Tang-Jensen and Hartmut Reuter as members.
The Nomination and Compensation Committee meets at least three time per year. In 2015, it held four meetings including, among others, the following pre-defined recurring agenda items:
|Beginning of year
|End of year
|Group Executive Board (GEB) matters||
|Board of Director (BoD) remuneration||
As a general rule, the Chairman of the Board of Directors, the CEO and the Head of Corporate Human Resources participate in the meetings of the Nomination and Compensation Committee. The Chairman of the Nomination & Compensation Committee may invite other executives as appropriate. However, the Chairman of the Board of Directors and the executives do not take part in the section of the meetings where their own performance and/or remuneration are being discussed. At the end of each meeting, a closed session takes place among the members of the Nomination and Compensation Committee only.
After each meeting, the Chairman of the Nomination & Compensation Committee reports to the Board of Directors on its activities and recommendations. The minutes of the Nomination & Compensation Committee’s meetings are available to the full Board of Directors.
3.2. Process of determination of remuneration
Benchmarks and external consultants
Geberit regularly reviews the remuneration of its executives, including that of the members of the Group Executive Board. This includes regular participation, e.g. every two to three years, in benchmark studies on comparable functions in other industrial companies. In 2015, a detailed analysis of the remuneration of the CEO and the other members of the Group Executive Board was carried out by an independent external compensation consulting firm, Towers Watson. This consulting firm has no other mandates from Geberit. The remuneration analysis was conducted on the basis of a peer group of industrial companies of comparable size and geographic scope and headquartered in Switzerland: Autoneum, Barry Callebaut, Bucher, Dätwyler, Ems-Chemie, Georg Fischer, Givaudan, Kaba, Logitech, Lonza, Mettler-Toledo, OC Oerlikon, Schindler, Schweiter, SFS, Sika, Sonova, Sulzer and Zehnder. The study, together with other published data, served as basis to determine the target remuneration levels of the CEO and other members of the Group Executive Board for the business year 2016. While many different factors, such as individual role and contribution, company performance and affordability, are considered to determine remuneration levels, the policy of Geberit is to provide target remuneration that is in principle positioned around the market median.
In regard to the remuneration of the Board of Directors, the remuneration and levels are reviewed periodically by the Nomination & Compensation Committee. Such a review took place again in 2015 with a benchmarking analysis provided by Towers Watson companies of the Swiss Market Index Mid (SMIM). The study, together with other published data, served as basis to determine the remuneration of the members of the Board of Directors for the remuneration period starting at the 2016 General Meeting.
The actual remuneration effectively paid out in a given year to the Group Executive Board members depends on the company and on the individual performance. Individual performance is assessed through the formal annual performance management process: company and individual performance objectives are approved at the beginning of the business year and achievements against those objectives is assessed after year-end. The performance appraisal is the basis for the determination of the actual remuneration.
(December – January)
Determination of individual objectives
Mid-year discussion on performance to date against predefined objectives
(December – January)
Self-appraisal and performance assessment
Determination of compensation
(February – March)
Determination of actual compensation
3.3. Shareholder involvement
In the last three years, based on the feedback received by shareholders and shareholders’ representatives, Geberit has made significant efforts to improve the remuneration disclosure in terms of transparency and level of detail provided about the remuneration principles and programs. The positive outcome of the consultative votes on the 2013 and 2014 Remuneration Reports indicates that shareholders welcome the progress made. Geberit foresees to continue to submit the Remuneration Report to a consultative shareholders’ vote at the General Meeting, in order that shareholders have an opportunity to express their opinion about the remuneration system.
In addition, as required by the Ordinance against Excessive Remuneration in Listed Stock Corporations, shareholders are asked to approve the amount of remuneration of the Board of Directors and of the Group Executive Board in a binding vote at the General Meeting. The provisions of the Articles of Association of Geberit require shareholders to vote on the prospective maximum aggregate remuneration amount for the Board of Directors until the next ordinary General Meeting and for the Group Executive Board for the following business year.
|* Detailed information regarding the renumeration amounts submitted to vote is provided in the invitation to the General Meeting.|
The maximum aggregate remuneration amount for the Board of Directors includes the cash remuneration, the value of the restricted shares at grant and the social security contributions made by the employer.
The maximum aggregate remuneration amount for the Group Executive Board includes the following:
- Fixed remuneration: base salaries, value of benefits, employer contributions to retirement plans and estimated employer contributions to social security
- Maximum possible payout under the variable cash incentive plan (STI) if the achievement of all performance objectives reach the cap level and assuming a maximum investment into the share participation plan (with maximum possible value of matching options)
- Fair value of the options at grant
Therefore, the maximum aggregate remuneration amount submitted to shareholders’ vote is potentially much higher than the amount of remuneration that will be effectively paid out to the members of the Group Executive Board based on the performance achieved. The amount effectively paid out will be disclosed in the remuneration report of the respective business year and will be subject to a consultative shareholders’ vote.
We are convinced that the binding prospective vote on the aggregate remuneration amounts, combined with a consultative retrospective vote on the remuneration report, provide our shareholders with a far-reaching “say-on-pay”.
Articles of Association
As required by the Ordinance, the Articles of Association of Geberit include the following provisions on remuneration:
- Principles applicable to performance-related pay:
The members of the Group Executive Board may be paid variable remuneration which may include short- and long-term elements and which is linked to the achievement of one or several performance criteria. Performance criteria are determined by the Board of Directors and may include individual and company targets. The Board of Directors determines the terms and conditions of any share-based remuneration, including time of allocation, valuation methodology, blocking and/or vesting and/or exercise periods, maximum award limits and any applicable claw-back mechanism.
Additional amount for payments to members of the Group Executive Board appointed after the vote on
remuneration at the General Meeting:
For the remuneration of members of the Group Executive Board who have been appointed after the approval of the maximum aggregate remuneration amount by the General Meeting, and to the extent that the maximum aggregate remuneration amount as approved does not suffice, an amount of up to 40% of the maximum aggregate remuneration amount approved for the Group Executive Board is available without further approval of the General Meeting.
Loans, credit facilities and post-employment benefits for members of the Board of Directors and of
the Group Executive Board:
No loans or credits shall be granted to members of the Board of Directors or the Group Executive Board.
The provisions of the Articles of Association have been kept broad in order that the Board of Directors has sufficient flexibility to make amendments to the remuneration programs in the future, if so necessary. The remuneration principles currently in place are more restrictive than the provisions of the Articles of Association and are aligned to good practice in corporate governance; for example, the independent members of the Board of Directors are not eligible for any variable remuneration or retirement benefits, refer also to Remuneration architecture, Board of Directors.