6. Board of Directors: remune­ration and share ownership in 2018

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 2018, members of the Board of Directors received a total remuneration of TCHF 2,280 (previous year TCHF 2,283). 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 to the previous year.

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 Chairman
E. Zehnder-Lai F. Ehrat T. Hübner J. Tang-
Jensen
Total
  CHF CHF CHF CHF CHF CHF CHF
2018              
Remuneration of the Board of Directors
Accrued remuneration1 270,000 320,000 220,000 235,000 220,000 220,000 1,485,000
Cash remuneration 615,000 615,000
Expenses 15,000 15,000 15,000 15,000 15,000 15,000 90,000
Contributions to social insurance 41,612 15,140 10,706 11,350 10,706 0 89,514
Total 941,612 350,140 245,706 261,350 245,706 235,000 2,279,514
1 Director's fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2019 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 four 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 (none)
Accrued remuneration 0
Expenses 0
Contributions to social insurance 0
Total 0
  A. Baehny
Chairman
H. Reuter
Vice Chairman
E. Zehnder-Lai1 F. Ehrat T. Hübner J. Tang-
Jensen
Total
  CHF CHF CHF CHF CHF CHF CHF
2017              
Remuneration of the Board of Directors
Accrued remuneration2 270,000 320,000 165,000 235,000 220,000 220,000 1,430,000
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 44,843 15,161 8,140 11,360 10,689 03 90,193
Total 944,843 350,161 184,390 261,360 245,689 235,000 2,221,443
1 E. Zehnder-Lai has been a member of the Board of Directors since 5 April 2017.
2 Director's fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2018 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 four 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.
3 No more social insurance contributions in Switzerland in 2017.
              CHF
Remuneration of former members of the Board of Directors (R. Aalstad*)
Accrued remuneration 55,000
Expenses             3,750
Contributions to social insurance 2,713
Total             61,463
* R. Aalstad was a member of the Board of Directors until 5 April 2017.

For the period from the 2018 General Meeting to the 2019 General Meeting, the remuneration paid to the Board of Directors is expected to amount to CHF 2,277,435. This is within the limit of CHF 2,350,000 approved by the 2018 General Meeting.

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

(in CHF) 1* 2** 3*** 4**** 5***** 6******
GM18 – GM19 2018 1 Jan 2018 to
2018 GM
1 Jan 2019 to
2019 GM
2018 GM to
2019 GM
2018 GM 2018 GM
BoD (total) 2,279,514 -571,957 +569,878 2,277,435 2,350,000 97%
GM17 – GM18 2017 1 Jan 2017 to
2017 GM
1 Jan 2018 to
2018 GM
2017 GM to
2018 GM
2017 GM 2017 GM
BoD (total) 2,282,906 -574,920 +571,957 2,279,943 2,350,000 97%
* 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) / budget value for 2019
**** 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 2018 and 2017, the members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
H. Reuter
Vice Chairman
E. Zehnder-
Lai
F. EhratT. Hübner J. Tang-
Jensen
Total
2018            
Shareholdings Board of Directors
Shares 70,778 9,023363 2,7981,343 2,920 87,225
Options 41,864* 00 00 0 41,864
Percentage voting rights shares 0.19% <0.1%<0.1% <0.1% <0.1% <0.1% 0.24%
* A. Baehny options until 2014 as CEO
  A. Baehny
Chairman
H. Reuter
Vice Chairman
E. Zehnder-
Lai
F. EhratT. Hübner J. Tang-
Jensen
Total
2017            
Shareholdings Board of Directors
Shares 56,812 8,3180 2,281858 2,511 70,780
Options 55,231* 00 00 0 55,231
Percentage voting rights shares 0.15% <0.1%0% <0.1% <0.1% <0.1% 0.19%
* A. Baehny options until 2014 as CEO

As of 31 December 2018, 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.

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