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:

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

 

 

Sandra Emme, Chair

 

Prof. Adrian Altenburger, Member

 

Urban Linsi, Member

 

 

 

 

 

 

 

February 15, 2022

 

X

 

X

 

X

September 9, 2022

 

X

 

X

 

X

November 22, 2022

 

X

 

X

 

X

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

In November they are:

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:

Subject

 

CEO

 

Remuneration and Nomination Committee

 

Board of Directors

 

Annual General Meeting

 

 

 

 

 

 

 

 

 

Selection criteria and succession planning for the CEO and the members of the Board of Directors

 

 

 

Proposes

 

Approves

 

 

Selection criteria and succession planning for other members of the Executive Committee

 

Proposes

 

Reviews

 

Approves

 

 

Remuneration policies and guidelines, in line with the provisions of the Articles of Incorporation

 

 

 

Proposes

 

Approves

 

 

Maximum remuneration amounts for the Board of Directors / the Executive Committee

 

 

 

Proposes

 

Reviews

 

Approves (binding vote)

Individual remuneration of the members of the Board of Directors

 

 

 

Proposes

 

Approves

 

 

Individual remuneration of the CEO

 

 

 

Proposes

 

Approves

 

 

Individual remuneration of the other members of the Executive Committee

 

Proposes

 

Reviews

 

Approves

 

 

Performance objectives and assessment of the CEO

 

 

 

Proposes

 

Approves

 

 

Performance objectives and assessment of the other members of the Executive Committee

 

Proposes

 

Reviews

 

Approves

 

 

Remuneration Report

 

 

 

Proposes

 

Approves

 

Approves (consultative vote)

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