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

5.1 Compensation

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 618 000 (2020/2021: CHF 661 000) 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 615 795 (2020/2021: CHF 609 440). For the period from 2022 AGM to the 2023 AGM an amount of CHF 618 000 was approved.

The reported variable compensation for the business year 2022 totaling CHF 181 226 must be approved by the 2023 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 2023. 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 2022 and 2021, the Board of Directors authorized a voluntary employee stock ownership plan. The members of the Board of Directors were allocated to purchase 4 500 shares (2021: 10 000 shares) of the Company from the given pool at a discounted price of CHF 23.75 per share (2021: CHF 31.75 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.

The compensation of the Board of Directors has not changed significantly compared to the previous year. The changes shown are related to the valuation of the shares allocated or acquired under the voluntary participation programs.

In fiscal year 2022, nor in the precending year 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.

No compensation was paid to former members of the Board of Directors after their resignation in the 2022 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 (2021: 72% fixed and 28% variable).

5.2 Loans

As of the end of 2022 and 2021, no loans 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 2022 and 2021 were as follows:

5.4 Activities in other companies

Veit de Maddalena, Chairman

Daniel Sigg, Member

Urs Schenker, Member

Katrin Wehr-Seiter, Member