Integrated
Annual Report 2016

5. Board of Directors: remuneration and share ownership in 2016

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 2016, members of the Board of Directors received a total remuneration of TCHF 2,296 (previous year TCHF 2,293). Remuneration for regular board activities and committee assignments amounted to TCHF 2,100 (previous year TCHF 2,100). The structure of remuneration of the members of the Board of Directors has not changed compared with the previous year. The level has been decreased for the Chairman and been increased for the members of the Board of Directors, totally to the same extent.

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

  A. Baehny
Chairman
H. Reuter
Vice Chairman1
R. Aalstad2 F. Ehrat T. Hübner J. Tang-
Jensen
Total
  CHF CHF CHF CHF CHF CHF CHF
2016              
Remuneration of the Board of Directors
Accrued remuneration3 270,000 306,250 165,000 231,250 212,500 220,000 1,405,000
Cash remuneration 615,000 615,000
Expenses 15,000 15,000 11,250 15,000 15,000 15,000 86,250
Contributions to social insurance 47,156 14,527 8,152 11,204 10,361 10,709 102,109
Total 947,156 335,777 184,402 257,454 237,861 245,709 2,208,359
1 H. Reuter has been Vice Chairman of the Board of Directors since 6 April 2016
2 R. Aalstad has been a member of the Board of Directors since 6 April 2016
3 Director's fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2017 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. 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.
              CHF
Remuneration of former members of the Board of Directors (R. Spoerry*)
Accrued remuneration 80,000
Expenses 3,750
Contributions to social insurance 3,959
Total 87,709
* R. Spoerry was a member of the Board of Directors until 6 April 2016
  A. Baehny
Chairman
R. Spoerry
Vice Chairman
F. Ehrat T. HübnerH. Reuter J. Tang-
Jensen
Total
  CHF CHF CHF CHFCHF CHF CHF
2015             
Remuneration of the Board of Directors
Accrued remuneration 300,000 320,000 200,000 150,000245,000 200,000 1,415,000
Cash remuneration 685,000 0 0 00 0 685,000
Expenses 15,000 15,000 15,000 11,25015,000 15,000 86,250
Contributions to social insurance 52,825 15,145 9,788 7,38811,807 9,794 106,747
Total 1,052,825 350,145 224,788 168,638271,807 224,794 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

For the period from the 2016 General Meeting to the 2017 General Meeting, the remuneration paid to the Board of Directors is expected to amount to CHF 2,294,866. This is within the limit of CHF 2,350,000 approved by the 2016 General Meeting.

Reconciliation between the reported board compensation and the amount approved by the shareholders at the General Meeting

  1* 2**3*** 4****5***** 6******
GM16–GM17 2016 1 Jan 2016 to
2016 GM
1 Jan 2017 to
2017 GM
2016 GM to
2017 GM
2016 GM 2016 GM
BoD (total) 2,296,068 -574,948+573,746 2,294,8662,350,000 98%
GM15–GM16 2015 1 Jan 2015 to
2015 GM
1 Jan 2016 to
2016 GM
2015 GM to
2016 GM
2015 GM 2015 GM
BoD (total) 2,292,997 -531,090+574,948 2,336,8552,350,000 99%
* Compensation earned during financial year as reported (A)
** Less compensation earned from January to General Meeting of financial year (B)
*** Plus compensation accrued from January to General Meeting of year following financial year (C)
**** Total compensation earned for the period from General Meeting to General Meeting (A-B+C)
***** Amount approved by shareholders at respective General Meeting
****** Ratio between compensation earned for the period from General Meeting to General Meeting versus amount approved by shareholders

As of the end of 2016 and 2015, the members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
H. Reuter
Vice Chairman
R. Aalstad F. EhratT. Hübner J. Tang-
Jensen
Total
2016            
Shareholdings Board of Directors
Shares 56,219 7,6490 1,776394 2,131 68,169
Options 55,231* 00 00 0 55,231
Percentage voting rights shares 0.15% < 0.1%0% < 0.1% < 0.1% < 0.1% 0.18%
* A. Baehny options until 2014 as CEO
  A. Baehny
Chairman
R. Spoerry
Vice Chairman
F. EhratT. HübnerH. Reuter J. Tang-
Jensen
Total
2015            
Shareholdings Board of Directors
Shares 46,969 8,479 1,251107,004 1,715 65,428
Options 63,688* 0 000 0 63,688
Percentage voting rights shares 0.12% < 0.1% < 0.1%< 0.1%< 0.1% < 0.1% 0.17%

As of 31 December 2016, 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.