Credibility Culture

Remuneration Governance

Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises of at least two non-executive, independent members of the Board of Directors, who are elected individually by the Annual General Meeting for a one-year term of office prior to the next Annual General Meeting.

At the Annual General Meeting 2022, Sandra Emme (Chair), Prof. Adrian Altenburger and Urban Linsi were re-elected as members of the Remuneration and Nomination Committee. The constitution of the Committee remained unchanged in comparison with the previous year.

The Remuneration and Nomination Committee is assigned the following duties in support of the Board of Directors:

• Determine the remuneration policy of the Company at the highest corporate level in accordance with the Articles of Incorporation.
• Prepare motions to the Annual General Meeting related to the maximum amounts of remuneration of the governing bodies.
• Evaluate the yearly target achievement of the Executive Committee members and determine their remuneration within the limits approved by the Annual General Meeting.
• Propose the amount of remuneration for the members of the Board of Directors within the limits approved by the Annual General Meeting.
• Review and propose the Remuneration Report to the Board of Directors.
• Perform success planning and select suitable candidates for the Board of Directors and the Executive Committee.

In 2022, the Committee held three meetings of approximately two hours each. The participation rate for meetings in 2022 was 100%.

The February and November meetings of the Remuneration and Nomination Committee each address standard agenda items. In February those are:

• Evaluate the achievement of the qualitative targets of the previous fiscal year for the members of the Executive Committee.
• Determine the bonus amounts for the members of the Executive Committee to be paid out in March.

In November they are:

• Propose the amount of remuneration for the members of the Board of Directors for the following fiscal year.
• Propose the amount of remuneration for the members of the Executive Committee for the following fiscal year.
• Evaluate the performance of the members of the Executive Committee.
• Determine the bonus amounts for the members of the Executive Committee to be paid out in December.
• Propose the annual Remuneration Report to the Board of Directors.

The CEO and the Global Head of Human Resources are invited to attend the Committee meetings in an advisory capacity. The CEO and the Global Head of Human Resources do not attend the meeting when their own remuneration or performance is discussed.

The Chairwoman of the Remuneration and Nomination Committee informs the Board of Directors after each meeting of the activities of the Committee. The minutes of the meetings are available to all members of the Board of Directors.

Levels of Authority 

The remuneration proposals and decisions are made based on the following levels of authority:

The Annual General Meeting casts the following votes in relation to the remuneration of the governing bodies:

• Prospective approval of the maximum total remuneration for the current financial year for the members of the Board of Directors and the Executive Committee. If the Annual General Meeting withholds its approval, the Board of Directors may submit new proposals for approval at the same Annual General Meeting. If the Board of Directors makes no new proposals or the Annual General Meeting declines the new proposals, the Board of Directors must convene a new General Meeting within a period of three months.
• Retrospective, consultative vote on the Remuneration Report for the financial year preceding the Annual General Meeting.