7. Compensation of the Board of Directors and Executive Board subject to approval at the Annual General Meeting in 2021
7.1 Approval of maximum total fixed compensation for the Board of Directors
The Board of Directors has made minimal adjustments to the fixed compensation paid with respect to the Board’s roles. The amount of fixed compensation in cash paid for service on committees of the Board and for activities performed on behalf of Group subsidiaries was also minimally adjusted per mandate.
The following compensation is therefore proposed:
- Maximum fixed compensation in cash of CHF 423 000;
- Maximum fixed compensation in cash of CHF 87 000 for members of Board committees;
- Maximum fixed compensation in cash of CHF 99 000 for services rendered on behalf of subsidiaries and associated companies.
Compulsory employer contributions to social insurance schemes will be paid on the proposed amounts, resulting in a maximum additional cost of CHF 9 000.
The Board of Directors proposes the approval of maximum aggregate fixed compensation of CHF 618 000 (previous year: CHF 661 000) for the Board of Directors for the period until the conclusion of the next Annual General Meeting.
7.2 Approval of the maximum total variable compensation for the Board of Directors
The calculation of the variable compensation for the Board of Directors is described in section 4.1 and disclosed in section 5.1. Compulsory employer contributions to social insurance schemes will be paid on the proposed compensation, resulting in a maximum additional cost of CHF 3 900.
The Board of Directors proposes the approval of maximum aggregate variable compensation of CHF 198 000 (previous year: CHF 206 000) for the Board of Directors for the 2020 financial year.
7.3 Approval of the maximum total fixed compensation and long-term variable compensation for the Group Executive Board
The Board of Directors reviewed the fixed compensation paid to the Group Executive Board and did not change the amount of base compensation paid to the board’s current members compared to the previous year. Total fixed compensation amounts to CHF 920 000. Compulsory employer contributions to social insurance and other insurance schemes and to pension plans will be paid on the proposed compensation, resulting in a maximum additional cost of CHF 246 500. The proposed amount of fixed compensation for the Group Executive Board for the 2021 financial year is thus CHF 1 166 500 (2020: CHF 1 488 500).
The CEO of the Group participates in an employee stock option program, which exists in connection with the asset management mandate of BB Biotech AG. For 2021, he receives a maximum entitlement of 1 700 shares of BB Biotech AG. Based on the closing price as of December 31, 2020, this corresponds to a maximum compensation of CHF 127 000 plus statutory social security of CHF 9 100, resulting in a maximum total amount of CHF 136 100 (2020: CHF 127 500).
The Board of Directors proposes the approval of a maximum total amount of the fixed as well as long-term variable compensation and long-term variable of CHF 1 302 600 (2020: CHF 1 616 000) for the Group Executive Board for the 2021 financial year.
7.4 Approval of the total short-term variable compensation for the Group Executive Board
The components and the calculation of the variable compensation for the Group Executive Board are described in section 4.2 and disclosed in section 6.2.
The Board of Directors proposes the approval of maximum aggregate short-term variable compensation of CHF 2 828 030 (2019: CHF 2 314 500) for the Group Executive Board for the 2020 financial year.