6. Board of Directors: remune­ration and share ownership in 2019

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 2019, members of the Board of Directors received a total remuneration of TCHF 2,244 (previous year TCHF 2,280). Remuneration for regular board activities and committee assignments amounted to TCHF 2,055 (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 B. Koch1 Total
  CHF CHF CHF CHF CHF CHF
2019            
Remuneration of the Board of Directors
Accrued remuneration2 270,000 320,000 220,000 235,000 172,167 1,217,167
Cash remuneration 615,000         615,000
Expenses 15,000 15,000 15,000 15,000 11,250 71,250
Contributions to social insurance 41,938 15,516 10,954 11,636 8,696 88,740
Total 941,938 350,516 245,954 261,636 192,113 1,992,157
1 B. Koch has been a member of the Board of Directors since 3 April 2019.
2 Director’s fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2020 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 (J. Tang-Jensen1, T. Hübner2)
Accrued remuneration       55,000
Cash remuneration       167,444
Expenses       15,167
Contributions to social insurance       14,594
Total           252,205
1 J. Tang-Jensen was a member of the Board of Directors until 3 April 2019.
2 T. Hübner was a member of the Board of Directors until 4 October 2019.
  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 was 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

For the period from the 2019 General Meeting to the 2020 General Meeting, the remuneration paid to the Board of Directors is expected to amount to CHF 2,192,919. This is within the limit of CHF 2,350,000 approved by the 2019 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******
GM19-GM20 2019 1 Jan 2019
to 2019 GM
1 Jan 2020
to 2020 GM
2019 GM
to 2020 GM
GM 2019 GM 2019
BoD (total) 2,244,362 -569,878 518,435 2,192,919 2,350,000 93%
GM18-GM19 2018 1 Jan 2018
to 2018 GM
1 Jan 2019
to 2019 GM
2018 GM
to 2019 GM
GM 2018 GM 2018
BoD (total) 2,279,514 -571,957 569,878 2,277,435 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 2020
**** 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 2019 and 2018, the members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
H. Reuter
Vice Chairman
F. Ehrat B. Koch E. Zehnder-Lai Total
2019            
Shareholdings Board of Directors            
Shares 71,415 9,030 3,348 10 877 84,680
Call options 41,864* 0 0 0 0 41,864
Share of voting rights 0.19% < 0.1% < 0.1% < 0.1% < 0.1% 0.23%
* A. Baehny options until 2014 as CEO
  A. Baehny
Chairman
H. Reuter
Vice Chairman
F. Ehrat T. Hübner J. Tang-Jensen E. Zehnder-Lai Total
2018              
Shareholdings Board of Directors              
Shares 70,778 9,023 2,798 1,343 2,920 363 87,225
Call options 41,864* 0 0 0 0 0 41,864
Share of voting rights 0.19% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% 0.24%
* A. Baehny options until 2014 as CEO

As of 31 December 2019, 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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