6. Board of Directors: remune­ration and share ownership in 2020

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 2020, members of the Board of Directors received a total remuneration of TCHF 2,240 (previous year TCHF 2,244). Remuneration for regular board activities and committee assignments amounted to TCHF 2,053 (previous year TCHF 2,055). 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
F. Ehrat E. Zehnder-Lai B. Koch W. Karlen1 Total
  CHF CHF CHF CHF CHF   CHF
2020              
Remuneration of the Board of Directors       
Accrued remuneration2 270,000 320,000 235,000 220,000 227,500 165,000 1,437,500
Cash remuneration 615,000         615,000
Expenses 15,000 15,000 15,000 15,000 15,000 11,250 86,250
Contributions to social insurance 42,882 15,578 11,685 11,023 11,340 8,371 100,879
Total 942,882 350,578 261,685 246,023 253,840 184,621 2,239,629
1 W. Karlen has been a member of the Board of Directors since 1 April 2020.
2 Director’s fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2021 in the form of restricted shares of the company with a par value of CHF 0.10 each; 4-year blocking period; valued at fair value at grant date. 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       
Cash remuneration       
Expenses       
Contributions to social insurance       
Total              
  A. Baehny
Chairman
H. Reuter
Vice Chairman
F. Ehrat E. Zehnder-Lai B. Koch1   Total
  CHF CHF CHF CHF CHF   CHF
2019              
Remuneration of the Board of Directors       
Accrued remuneration2 270,000 320,000 235,000 220,000 172,167   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 11,636 10,954 8,696   88,740
Total 941,938 350,516 261,636 245,954 192,113   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 was 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; 4-year blocking period; valued at fair value at grant date. 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.

For the period from the 2020 Annual General Meeting to the 2021 Annual General Meeting, the remuneration paid to the Board of Directors is expected to amount to CHF 2,293,689. This is within the limit of CHF 2,350,000 approved by the 2020 Annual General Meeting.

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

(in CHF) 1* 2** 3*** 4**** 5***** 6******
AGM2020–AGM2021 2020 1 Jan 2020
to 2020 AGM
1 Jan 2021
to 2021 AGM
2020 AGM
to 2021 AGM
AGM 2020 AGM 2020
Board of Directors (total) 2,239,629 -518,435 572,495 2,293,689 2,350,000 98%
AGM2019–AGM2020 2019 1 Jan 2019
to 2019 AGM
1 Jan 2020
to 2020 AGM
2019 AGM
to 2020 AGM
AGM 2019 AGM 2019
Board of Directors (total) 2,244,362 -569,878 518,666 2,193,150 2,350,000 93%
*Compensation earned during financial year as reported (A)
**Less compensation earned from January to Annual General Meeting of financial year (B)
***Plus compensation accrued from January to Annual General Meeting of year following financial year (C)/budget value for 2021
****Total compensation earned for the period from Annual General Meeting to Annual General Meeting (A–B+C)
*****Amount approved by shareholders at respective Annual General Meeting
******Ratio between compensation earned for the period from Annual General Meeting to Annual General Meeting versus amount approved by shareholders

As of the end of 2020 and 2019, the members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
H. Reuter
Vice Chairman
F. Ehrat E. Zehnder-Lai B. Koch W. Karlen Total
2020              
Shareholdings Board of Directors              
Shares 94,525 8,204 3,843 1,340 372 0 108,284
Call options 19,328* 0 0 0 0 0 19,328
Share of voting rights 0.26% < 0.1% < 0.1% < 0.1% < 0.1% 0.0% 0.29%
* A. Baehny options until 2014 as CEO
  A. Baehny
Chairman
H. Reuter
Vice Chairman
F. Ehrat E. Zehnder-Lai B. Koch Total
2019            
Shareholdings Board of Directors            
Shares 71,415 9,030 3,348 877 10 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

As of 31 December 2020, 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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