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

5.1 Compensation

In the past, the Board of Directors received fixed compensation in cash and variable compensation in the form of Company shares as the Articles of Association did not permit stock-based fixed compensation for directors. Upon the approval of the amendments to the Articles of Association by the Annual General Meeting 2023, directors’ fixed compensation can be paid in cash and/or shares of the Company. Consequently, variable compensation will no longer be paid to the Board of Directors as of the 2023 fiscal year. In addition, fixed compensation includes a potential non-monetary benefit for participation in voluntary stock purchase programs (restricted shares) at a discount. This position was in the past disclosed as short-term variable compensation. The comparative figures have been adjusted to the new presentation.

¹⁾ Barbara Angehrn Pavik was elected to the Board of Directors by the Annual General Meeting on March 21, 2023.
²⁾ Dr. Daniel H. Sigg stepped down from the Board of Directors on March 21, 2023. 
³⁾ Compulsory employee contributions to social insurance plans on the amounts above were settled in cash, not in the form of shares.
⁴⁾ 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.

¹⁾ 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.
²⁾ Compulsory employee contributions to social insurance plans on the amounts above were settled in cash, not in the form of shares.

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 (2021/2022: CHF 618 000) was approved for the period from the 2022 AGM to the 2023 AGM. The actual amount paid (including compulsory employer contributions to social insurance plans) for the aforementioned period was CHF 610 617 (2021/2022: CHF 615 795). For the period from 2023 AGM to the 2024 AGM an amount of CHF 880 000 (including the monetary benefit from voluntary employee stock ownership plans) was approved.

The resolutions of the Annual General Meeting regarding the fixed remuneration for the Board of Directors for the period from the Annual General Meeting 2022 to the Annual General Meeting 2023 were therefore complied with.

The variable remuneration totaling CHF 146 871 reported for the 2022 financial year was approved by the 2023 Annual General Meeting in accordance with Art. 8 para. 1 no. 2 of the Articles of Association and paid out in blocked shares in the first half of 2023. The shares are blocked for a period of four years from the date of transfer. In addition, the Annual General Meeting 2023 approved the non-monetary benefit from voluntary stock purchase programs in 2022 totalling CHF 34 226.

In 2023 and 2022, 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 (2022: 4 500 shares) of the Company from the given pool at a discounted price of CHF 18.00 per share (2022: CHF 23.75 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 2023, no compensation was paid (2022: none) to related parties of members of the Board of Directors on conditions other than the customary market conditions.

No compensation was paid to former members of the Board of Directors after their resignation in the 2023 financial year, nor in the preceding year.

5.2 Loans and credits

As of the end of 2023 and 2022, no loans and no credits had been granted either to members of the Board of Directors or to former members of the Board of Directors or any related parties.

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 2023 and 2022 were as follows:

¹⁾ Barbara Angehrn Pavik was elected to the Board of Directors by the Annual General Meeting on March 21, 2023.
²⁾ Dr. Daniel H. Sigg stepped down from the Board of Directors on March 21, 2023. 

5.4 Activities in other companies

Veit de Maddalena, Chairman

Urs Schenker, Member

Katrin Wehr-Seiter, Member

Barbara Angehrn Pavik, Member