This section is audited by the external auditor.
The remuneration of the Board of Directors consists solely of a fixed remuneration paid out in the form of cash and non-discounted restricted shares. In 2015, members of the Board of Directors received a total remuneration of TCHF 2,293 (previous year TCHF 995). Remuneration for regular board activities and committee assignments amounted to TCHF 2,100 (previous year TCHF 893). The structure and levels of remuneration of the members of the Board of Directors have not changed compared to the previous year. The increase of remuneration between 2014 and 2015 is entirely due to the following factors:
- The remuneration of the Chairman is now included in the remuneration of the Board of Directors, while it was included in the remuneration of the Group Executive Board in 2014.
- The appointment of Thomas M. Hübner as new member of the Board of Directors.
Please refer to the following table for details pertaining to the remuneration of members of the Board of Directors:
| A. Baehny Chairman |
R. Spoerry Vice Chairman |
F. Ehrat | T. Hübner | H. Reuter | J. Tang- Jensen |
Total | |
|---|---|---|---|---|---|---|---|
| CHF | CHF | CHF | CHF | CHF | CHF | CHF | |
| 2015 | |||||||
| Remuneration of the Board of Directors | |||||||
| Accrued remuneration1 | 300,000 | 320,000 | 200,000 | 150,000 | 245,000 | 200,000 | 1,415,000 |
| Cash remuneration | 685,000 | 0 | 0 | 0 | 0 | 0 | 685,000 |
| Expenses | 15,000 | 15,000 | 15,000 | 11,250 | 15,000 | 15,000 | 86,250 |
| Contributions to social insurance | 52,825 | 15,145 | 9,788 | 7,388 | 11,807 | 9,794 | 106,747 |
| Total | 1,052,825 | 350,145 | 224,788 | 168,638 | 271,807 | 224,794 | 2,292,997 |
| CHF | |||||||
|---|---|---|---|---|---|---|---|
| Remuneration of former members of the Board of Directors | |||||||
| Accrued remuneration | 0 | ||||||
| Expenses | 0 | ||||||
| Contributions to social insurance | 0 | ||||||
| Total | 0 | ||||||
| A. Baehny Chairman2 |
R. Spoerry Vice Chairman |
F. Ehrat | H. Reuter | J. Tang- Jensen |
Total | ||
|---|---|---|---|---|---|---|---|
| CHF | CHF | CHF | CHF | CHF | CHF | ||
| 2014 | |||||||
| Remuneration of the Board of Directors | |||||||
| Remuneration | - | 320,000 | 150,000 | 222,500 | 200,000 | 892,500 | |
| Expenses | - | 15,000 | 15,000 | 15,000 | 15,000 | 60,000 | |
| Contributions to social insurance | - | 15,071 | 7,431 | 10,725 | 9,716 | 42,942 | |
| Total | - | 350,071 | 172,431 | 248,225 | 224,716 | 995,442 | |
| CHF | |||||||
|---|---|---|---|---|---|---|---|
| Remuneration of former members of the Board of Directors | |||||||
| Accrued remuneration | 46,250 | ||||||
| Expenses | 3,750 | ||||||
| Contributions to social insurance | 6,069 | ||||||
| Total | 56,069 | ||||||
| 1 Director's fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2016 in the form of restricted shares of the company with a par value of CHF 0.10 each, valued at fair value at grant date of CHF 349.15 (previous year CHF 281.95) The blocking period is 4 years. The portion not paid in shares is used for the payment of social charges and for Swiss withholding taxes for non-Swiss board members. 2 In 2014, the remuneration of A. Baehny as Chairman of the Board was compensated with his total CEO remuneration. |
|||||||
For the period from the 2015 General Meeting to the 2016 General Meeting, the remuneration paid to the Board of Directors amounts to CHF 2,299,053. This is within the limit of CHF 2,350,000 approved by the 2015 General Meeting.
As of the end of 2015 and 2014, the members of the Board of Directors held the following shares in the company:
| A. Baehny Chairman |
R. Spoerry Vice Chairman |
F. Ehrat | T. Hübner | H. Reuter | J. Tang- Jensen |
Total | |
|---|---|---|---|---|---|---|---|
| 2015 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 46,969 | 8,479 | 1,251 | 10 | 7,004 | 1,715 | 65,428 |
| Options | 63,6881 | 0 | 0 | 0 | 0 | 0 | 63,6881 |
| Percentage voting rights shares | 0.12% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.17% |
| A. Baehny Chairman |
R. Spoerry Vice Chairman |
F. Ehrat | H. Reuter | J. Tang- Jensen |
Total | ||
|---|---|---|---|---|---|---|---|
| 2014 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | see Group Executive Board |
7,606 | 706 | 6,3361 | 1,284 | 15,932 | |
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | ||
| 1 A. Baehny options until 2014 as CEO | |||||||
As of 31 December 2015, there were no outstanding loans or credits between the company and the members of the Board of Directors, closely related parties or former members of the Board of Directors.