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. |
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| 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. Hübner | H. Reuter | J. Tang- Jensen |
Total | ||
|---|---|---|---|---|---|---|---|---|
| CHF | CHF | CHF | CHF | CHF | CHF | CHF | ||
| 2015 | ||||||||
| Remuneration of the Board of Directors | ||||||||
| Accrued remuneration | 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 | ||||||
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 | 2,294,866 | 2,350,000 | 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 | 2,336,855 | 2,350,000 | 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 |
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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. Ehrat | T. Hübner | J. Tang- Jensen |
Total | |
|---|---|---|---|---|---|---|---|
| 2016 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 56,219 | 7,649 | 0 | 1,776 | 394 | 2,131 | 68,169 |
| Options | 55,231* | 0 | 0 | 0 | 0 | 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. 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 | 63,688* | 0 | 0 | 0 | 0 | 0 | 63,688 |
| Percentage voting rights shares | 0.12% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.17% |
| * A. Baehny options until 2014 as CEO | |||||||
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.