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.
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| 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.
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| 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.
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| 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 |
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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.
