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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

 

Total

1.1. –31.12.2021

 

 

 

 

 

 

 

 

 

 

Fixed compensation in cash

 

192 625

 

77 375

 

77 375

 

77 375

 

424 750

Fixed compensation in cash for services in committees

 

11 500

 

20 000

 

27 750

 

25 000

 

84 250

Fixed compensation in cash for services in subsidiaries and associated companies

 

22 500

 

53 341

 

10 500

 

12 000

 

98 341

Subtotal

 

226 625

 

150 716

 

115 625

 

114 375

 

607 341

Social insurance contributions on fixed compensation

 

 

 

 

8 930

 

8 930

Total fixed compensation

 

226 625

 

150 716

 

115 625

 

123 305

 

616 271

 

 

 

 

 

 

 

 

 

 

 

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)

 

19 242

 

 

38 484

 

38 484

 

96 210

Social insurance contributions on variable compensation

 

450

 

 

 

3 890

 

4 340

Total variable compensation

 

55 692

 

36 000

 

74 484

 

78 374

 

244 550

Total compensation

 

282 317

 

186 716

 

190 109

 

201 679

 

860 821

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

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.

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 661 000 (2019/2020: CHF 796 000) was approved for the period from the 2020 AGM to the 2021 AGM. The actual amount paid (including compulsory employer contributions to social insurance plans) for the aforementioned period was CHF 609 440 (2019/2020: CHF 782 719). For the period from 2021 AGM to the 2022 AGM an amount of CHF 618 000 was approved.

The reported variable compensation for the business year 2021 totaling CHF 244 550 must be approved by the 2022 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 2022. 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 2021 and 2020, the Board of Directors authorized a voluntary employee stock ownership plan. The members of the Board of Directors were allocated to purchase 10 000 shares (2020: 8 100 shares) of the Company from the given pool at a discounted price of CHF 31.75 per share (2020: 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 three years from the date of transfer.

In fiscal year 2021, no amounts were paid for consulting services by members of the Board of Directors or related companies of the members of the Board of Directors (2020: CHF 0.1 million).

No compensation was paid to former members of the Board of Directors after their resignation in the 2021 financial year, nor in the preceding year.

The percentage ratio of fixed compensation to variable compensation for the entire Board of Directors is 72% fixed compensation and 28% variable compensation (2020: 77% fixed and 23% variable).

5.2 Loans

As of the end of 2021 and 2020, no loand had been granted either to members of the Board of Directors or to former members of the Board of Directors.

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 2021 and 2020 were as follows:

Number of shares

 

31.12.2021

 

31.12.2020

Veit de Maddalena, Chairman

 

304 579

 

291 664

Daniel Sigg, Member

 

50 760

 

39 845

Urs Schenker, Member

 

19 372

 

4 502

Kathrin Wehr-Seiter, Member

 

12 513

 

4 598

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