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5. Board of Directors: Compensation, loans and stock ownership

5.1 Compensation

CHF

 

Veit de Maddalena

 

Daniel Sigg

 

Katrin Wehr-Seiter

 

Urs Schenker

 

Rupert Hengster 3)

 

Total

1.1. –31.12.2020

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation in cash

 

196 250

 

81 250

 

81 250

 

81 250

 

21 250

 

461 250

Fixed compensation in cash for services in committees

 

10 000

 

22 500

 

21 750

 

22 750

 

3 750

 

80 750

Fixed compensation in cash for services in subsidiaries and associated companies

 

24 250

 

50 004

 

12 125

 

12 125

 

3 125

 

101 629

Subtotal

 

230 500

 

153 754

 

115 125

 

116 125

 

28 125

 

643 629

Social insurance contributions on fixed compensation

 

 

 

 

8 664

 

 

8 664

Total fixed compensation

 

230 500

 

153 754

 

115 125

 

124 789

 

28 125

 

652 293

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation in restricted shares 1)

 

36 000

 

36 000

 

36 000

 

36 000

 

 

144 000

Variable compensation in restricted and discounted shares from voluntary employee participation program 2) 3)

 

16 457

 

 

16 457

 

16 457

 

 

49 371

Social insurance contributions on variable compensation

 

450

 

 

 

3 450

 

 

3 900

Total variable compensation

 

52 907

 

36 000

 

52 457

 

55 907

 

 

197 271

Total compensation

 

283 407

 

189 754

 

167 582

 

180 696

 

28 125

 

849 564

CHF

 

Veit de Maddalena 5)

 

Daniel Sigg

 

Rupert Hengster

 

Katrin Wehr- Seiter 4)

 

Urs Schenker 4)

 

Thomas von Planta 5)

 

Miriam Staub Bisang 5)

 

Total

1.1. –31.12.2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation in cash

 

182 500

 

85 000

 

85 000

 

63 750

 

63 750

 

53 750

 

21 250

 

555 000

Fixed compensation in cash for services in committees

 

11 250

 

30 000

 

15 000

 

11 250

 

18 750

 

2 500

 

3 750

 

92 500

Fixed compensation in cash for services in subsidiaries and associated companies

 

21 875

 

34 817

 

12 500

 

9 375

 

9 375

 

6 250

 

6 250

 

100 442

Subtotal

 

215 625

 

149 817

 

112 500

 

84 375

 

91 875

 

62 500

 

31 250

 

747 942

Social insurance contributions on fixed compensation

 

 

 

 

 

6 448

 

4 233

 

496

 

11 177

Total fixed compensation

 

215 625

 

149 817

 

112 500

 

84 375

 

98 323

 

66 733

 

31 746

 

759 119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation in restricted shares 1)

 

40 000

 

40 000

 

40 000

 

40 000

 

40 000

 

 

 

200 000

Social insurance contributions on variable compensation

 

3 000

 

 

 

 

3 000

 

 

 

6 000

Total variable compensation

 

43 000

 

40 000

 

40 000

 

40 000

 

43 000

 

 

 

206 000

Total compensation

 

258 625

 

189 817

 

152 500

 

124 375

 

141 323

 

66 733

 

31 746

 

965 119

1) Compulsory employee contributions to social insurance plans on the amounts above were settled in cash, not in the form of shares.

2) This is the amount of the monetary benefit which reflects the difference between the discounted purchase price and the 10-day VWAP for the effective share allocation.

3) Rupert Hengster did not stand for reelection at the Annual General Meeting on March 24, 2020, and therefore stepped down from the Board of Directors as of that date.

4) Katrin Wehr-Seiter and Urs Schenker were elected to the Board of Directors at the Annual General Meeting on March 19, 2019.

5) Thomas von Planta and Miriam Staub Bisang did not stand for reelection at the Annual General Meeting on March 19, 2019, and therefore stepped down from the Board of Directors as of that date. Veit de Maddalena took over the Chairman position from Thomas von Planta.

In compliance with Art. 8 para. 1, section 1 of the Articles of Association, fixed compensation must be approved by the Annual General Meeting for the term of office extending to the next scheduled Annual General Meeting. Fixed compensation of CHF 796 000 (2018/2019: CHF 1 367 500) was approved for the period from the 2019 AGM to the 2020 AGM. The actual amount paid (including compulsory employer contributions to social insurance plans) for the aforementioned period was CHF 782 719 (2018/2019: CHF 1 332 541). For the period from 2020 AGM to the 2021 AGM an amount of CHF 661 000 was approved.

The reported variable compensation for the business year 2020 totaling CHF 197 271 must be approved by the 2021 Annual General Meeting in compliance with Art. 8 para. 1 section 2 of the Articles of Association.

Subject to approval, the payment of the variable compensation in restricted shares of CHF 144 000 (plus compulsory employer contributions to social insurance plans in the amount of CHF 3 000) will be made in the form of Company shares at fair value in the first half-year 2021. The fair value of the shares is calculated based on the volume-weighted average prices paid during a 10-day period preceding the respective date of transfer. The shares are blocked for a period of four years from the date of transfer.

In 2020, the Board of Directors authorized a voluntary employee stock ownership plan. The members of the Board of Directors were entitled to purchase 8 010 shares of the Company from the given pool at a discounted price of CHF 17.65 per share. This represented a discount of approximately 25% on the quarterly VWAP prior to the date the purchase right was granted. The difference between the 10-day VWAP on the date the shares are actually transferred and the purchase price corresponds to the monetary benefit. This cash compensation is subject to the approval of shareholders at the AGM. The shares were blocked for 3 years from the date of transfer.

In the 2020 financial year one member of the Board of Directors of an associated company invoiced the amount of CHF 0.1 million (2019: CHF 0.1 million) for advisory services.

No compensation was paid to former members of the Board of Directors after their resignation in the 2020 financial year, nor in the preceding year.

The percentage ratio of fixed compensation to variable compensation for the entire Board of Directors is 77% fixed compensation and 23% variable compensation (2019: 79% fixed and 21% variable).

In previous years, the compensation of the Board of Directors was presented in the Remuneration Report based on cash flow data. As a result of the advance payment in the preceding quarter, the period depicted in the Remuneration Report was from AGM to AGM. In the Remuneration Report for 2020 the compensation of the Board of Directors is depicted based on the actual performance periods. The corresponding figures for the previous year were restated to match the current method of presentation. The restatement of the previous year's figures resulted in only marginal changes.

5.2 Loans

Person

 

31.12.20

 

31.12.20

 

31.12.19

 

31.12.19

 

 

Facility TCHF

 

Usage TCHF

 

Facility TCHF

 

Usage TCHF

Veit de Maddalena, chairman of the Board of Directors

 

n/a

 

n/a

 

3 000

 

1 852

Daniel Sigg, member of the Board of Directors

 

n/a

 

n/a

 

200

 

21

Total

 

n/a

 

n/a

 

3 200

 

1 873

In the past, loans granted to members of the Board of Directors were arranged through Bank am Bellevue AG. Following the divestment of Bank am Bellevue AG, there are no longer any outstanding loans with members of the Company’s governing or management bodies. The interest rate for Lombard loans was fixed at 1.0% in October 2018.

There were no outstanding loans to former members of the Board of Directors that had been granted at market terms.

5.3 Holdings of shares in the Company

The number of shares in the Company held by the members of the Board of Directors at the end of 2020 and 2019 were as follows:

Number of shares

 

31.12.2020

 

31.12.2019

Veit de Maddalena, Chairman

 

291 664

 

287 066

Daniel Sigg, Member

 

39 845

 

37 917

Urs Schenker, Member

 

4 502

 

Kathrin Wehr-Seiter, Member

 

4 598

 

Rupert Hengster, Member (until 24.3.2020)

 

n/a

 

3 583

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