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
¹W. 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

AGM2020–AGM2021

2020

1 Jan 2020
to 2020 AGM

1 Jan 2021
to 2021 AGM

2020 AGM
to 2021 AGM

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

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.

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

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

Services

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