Remuneration 2023
Board of Directors
This section is audited pursuant to Article 728a of the Swiss Code of Obligations.
Remuneration, Loans, and Credit Facilities
The members of the Board of Directors received a total remuneration of CHF 1.0 million in the year under review (2022: CHF 0.9 million). It consisted of a fixed remuneration, paid in cash, and included social security payments. Total remuneration increased in comparison to the prior year figures because Ines Pöschel joined as an additional Board member at the Annual General Meeting 2023.
|
|
|
2023 |
||||||
|
in CHF 1'000 (gross), (audited) |
|
Fixed cash remuneration |
|
Social security |
|
Total fixed remuneration |
|
Expense allowance |
|
|
|
|
|
|
|
|
|
|
|
Patrick Burkhalter, Chairman |
|
254 |
|
18 |
|
272 |
|
6 |
|
Dr. Martin Zwyssig, Deputy Chairman |
|
124 |
|
9 |
|
133 |
|
6 |
|
Prof. Adrian Altenburger, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Sandra Emme, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Urban Linsi, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Ines Pöschel, Member 1) |
|
83 |
|
6 |
|
89 |
|
4 |
|
Stefan Ranstrand, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Total 2) |
|
957 |
|
71 |
|
1'027 |
|
40 |
|
|
|
|
|
|
|
|
|
|
|
Approved Remuneration by the Annual General Meeting 2023 |
|
|
|
|
|
1'400 |
|
|
1) Ines Pöschel was elected to the Board of Directors at the 2023 Annual General Meeting.
2) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.
|
|
|
2022 |
||||||
|
in CHF 1'000 (gross), (audited) |
|
Fixed cash remuneration |
|
Social security |
|
Total fixed remuneration |
|
Expense allowance |
|
|
|
|
|
|
|
|
|
|
|
Patrick Burkhalter, Chairman |
|
254 |
|
19 |
|
273 |
|
6 |
|
Dr. Martin Zwyssig, Deputy Chairman |
|
124 |
|
9 |
|
133 |
|
6 |
|
Prof. Adrian Altenburger, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Sandra Emme, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Urban Linsi, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Stefan Ranstrand, Member |
|
124 |
|
9 |
|
133 |
|
6 |
|
Total 1) |
|
874 |
|
65 |
|
939 |
|
36 |
|
|
|
|
|
|
|
|
|
|
|
Approved Remuneration by the Annual General Meeting 2022 |
|
|
|
|
|
970 |
|
|
1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.
In 2023 and 2022, none of the members of the Board of Directors received any remuneration or loans from the Group other than those disclosed in this report. No allowances or loans were paid to related parties of the members of the Board of Directors, and no remuneration was assigned to former members or related parties.
As at December 31, 2023, no credits or loans were outstanding.
Participation Rights and Options on such Rights
No shares or options were granted to the members of the Board of Directors in the year under review.
As at December 31, 2023, the members of the Board of Directors (including related persons) owned the following numbers of shares of BELIMO Holding AG:
|
Number of shares, (audited) |
|
December 31, 2023 |
|
December 31, 2022 |
|
|
|
|
|
|
|
Prof. Adrian Altenburger |
|
1'000 |
|
1'000 |
|
Patrick Burkhalter |
|
71'300 |
|
71'300 |
|
Sandra Emme |
|
400 |
|
400 |
|
Urban Linsi 1) |
|
160'630 |
|
160'630 |
|
Ines Pöschel 2) |
|
300 |
|
- |
|
Stefan Ranstrand |
|
325 |
|
325 |
|
Dr. Martin Zwyssig |
|
500 |
|
500 |
|
Total |
|
234'455 |
|
234'155 |
1) Urban Linsi is a member of the registered shareholder group Linsi, which holds a total of 2'400'000 voting shares.
2) Joined the Board of Directors in 2023.
Activities in Other Undertakings
The following table lists the comparable functions with economic purpose of the members of the Board of Directors in other companies in accordance with article 734e and 626 of the Swiss Code of Obligations:
|
Other mandates, (audited) |
|
|
|
Listed Company |
|
Member of the Board of Directors |
|
Member of the Executive Committee |
|
Advisory Board or Other Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick Burkhalter, Chairman |
|
BELIMO Automation AG 1) |
|
|
|
X |
|
|
|
|
|
Dr. Martin Zwyssig, Deputy Chairman |
|
BKW AG |
|
X |
|
|
|
X 2) |
|
|
|
|
Pension Fund Bernische Kraftwerke |
|
|
|
|
|
|
|
X |
|
|
|
BKW group companies 3) |
|
|
|
X |
|
|
|
|
|
|
Prof. Adrian Altenburger, Member |
|
Energie Wasser Bern |
|
|
|
X |
|
|
|
|
|
|
J. Willers Engineering AG |
|
|
|
X |
|
|
|
|
|
|
|
Pasquale Baurealisation AG |
|
|
|
X |
|
|
|
X |
|
|
|
Artha AG |
|
|
|
X |
|
|
|
|
|
|
|
vyzn AG |
|
|
|
X |
|
|
|
|
|
|
Sandra Emme, Member |
|
Zehnder Group AG |
|
X |
|
X |
|
|
|
|
|
Urban Linsi, Member |
|
Linsi Delco GmbH |
|
|
|
X |
|
|
|
|
|
|
La stizun GmbH |
|
|
|
X |
|
|
|
|
|
|
Ines Pöschel, Member |
|
Alcon Inc. |
|
X |
|
X |
|
|
|
|
|
|
dormakaba International Holding AG |
|
X |
|
X |
|
|
|
|
|
|
|
Graubündner Kantonalbank |
|
X |
|
X |
|
|
|
|
|
|
|
Reichle Holding AG |
|
|
|
X |
|
|
|
|
|
|
Stefan Ranstrand, Member |
|
Trescal S.A. |
|
|
|
X |
|
|
|
|
|
|
EQT AB Group |
|
X |
|
|
|
|
|
X |
1) Subsidiary of the BELIMO Holding AG.
2) CFO BKW Group.
3) BKW group companies: BKW Building Solutions AG, BKW Energie AG, BKW Management AG, BKW Engineering AG, BKW Netzbeteiligung AG, Kraftwerke Oberhasli AG, BKW Infra Services AG.
Executive Committee
This section is audited pursuant to Article 728a of the Swiss Code of Obligations.
Remuneration, Loans, and Credit Facilities
The members of the Executive Committee received a total remuneration of CHF 5.3 million in the year under review (2022: CHF 5.3 million). This consisted of a fixed remuneration of CHF 3.0 million (2022: CHF 2.9 million) and a variable remuneration of CHF 2.3 million (2022: CHF 2.5 million). The base salary and the amount of target variable remuneration for all members of the Executive Committee were increased in comparison to prior year figures. In 2023, the average target achievement was 95.6% (2022: 115.7%). The overall decrease in achieving targets was due to the lower achievement of the business objectives:
- Business objectives: The variable remuneration based on the economic performance of the Belimo Group reached 86% of the target bonus and was thus considerably below the 120% achievement of the previous year, with an EBIT margin of 17.8% (2022: 18.0%) and sales growth in local currencies of 7.2% (2022: 11.9%).
- Individual objectives: An average of 110% (2022: 109%) was achieved, based on individual progress with respect to strategic initiatives and personal goals. The average target achievement of the Executive Committee per Belimo value was: credibility culture 116%, operational excellence 109%, solution leadership 107%, and customer value 104%.
Performance Achievement 2023
|
Key Performance Indicator |
|
Purpose |
|
Achievement CEO |
|
Average Achievement other members, Executive Committee |
|
|
|
|
|
|
|
|
|
Sales growth of the Belimo Group |
|
Measures Group sales growth |
|
75% |
|
75% |
|
EBIT margin of the Belimo Group |
|
Measures Group profitability |
|
109% |
|
109% |
|
Regional sales growth |
|
Measures regional sales growth |
|
- |
|
68% |
|
Cost ratio of the respective Group Division |
|
Measures the profitability of the respective Group Division |
|
- |
|
73% |
|
Inventory to sales ratio |
|
Measures efficient inventory management |
|
- |
|
128% |
|
Purchasing cost reduction |
|
Measures the reduction of manufacturing costs through value engineering |
|
- |
|
126% |
|
Financial business objectives (weighted) |
|
|
|
92% |
|
85% |
|
|
|
|
|
|
|
|
|
Credibility culture |
|
Strengthens our culture of trust, integrity, competence, and responsibility |
|
114% |
|
117% |
|
Operational excellence |
|
Promotes reliable delivery of highest-quality products |
|
106% |
|
109% |
|
Solution leadership |
|
Ensures innovation leadership in our markets |
|
100% |
|
108% |
|
Customer value |
|
Sharpens our focus on customer requirements for unique products and services |
|
105% |
|
104% |
|
Non-financial business objectives (weighted) |
|
|
|
108% |
|
111% |
In 2023, the variable remuneration amounted to 90% of the fixed remuneration for the CEO and ranged from 73% to 77% of the fixed remuneration for the other Executive Committee members.
|
|
|
2023 |
|
|
||||
|
in CHF 1'000 (gross), (audited) |
|
CEO |
|
Other members, Executive Committee |
|
Total |
|
Approved Remuneration by the Annual General Meeting 2023 |
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
550 |
|
1'886 |
|
2'436 |
|
|
|
Social security and pension |
|
114 |
|
359 |
|
473 |
|
|
|
Other benefits |
|
10 |
|
59 |
|
69 |
|
|
|
Total fixed remuneration 1) |
|
673 |
|
2'304 |
|
2'977 |
|
3'600 |
|
|
|
|
|
|
|
|
|
|
|
Short-term cash incentive 2) |
|
406 |
|
1'249 |
|
1'656 |
|
|
|
Employee Share Purchase Plan |
|
102 |
|
231 |
|
333 |
|
|
|
Social security and pension |
|
95 |
|
248 |
|
343 |
|
|
|
Total variable remuneration 1) |
|
603 |
|
1'728 |
|
2'332 |
|
3'500 |
|
|
|
|
|
|
|
|
|
|
|
Total 1) |
|
1'277 |
|
4'032 |
|
5'309 |
|
7'100 |
|
|
|
|
|
|
|
|
|
|
|
Expense allowance |
|
18 |
|
72 |
|
90 |
|
|
1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.
2) Annual variable remuneration for 2023 paid in December 2023 and March 2024.
|
|
|
2022 |
|
|
||||
|
in CHF 1'000 (gross), (audited) |
|
CEO |
|
Other members, Executive Committee |
|
Total |
|
Approved Remuneration by the 2022 Annual General Meeting |
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
520 |
|
1'811 |
|
2'331 |
|
|
|
Social security and pension |
|
109 |
|
355 |
|
464 |
|
|
|
Other benefits |
|
10 |
|
55 |
|
64 |
|
|
|
Total fixed remuneration 1) |
|
639 |
|
2'221 |
|
2'860 |
|
3'500 |
|
|
|
|
|
|
|
|
|
|
|
Short-term cash incentive 2) |
|
463 |
|
1'368 |
|
1'831 |
|
|
|
Employee Share Purchase Plan |
|
68 |
|
231 |
|
300 |
|
|
|
Social security and pension |
|
98 |
|
248 |
|
345 |
|
|
|
Total variable remuneration 1) |
|
629 |
|
1'847 |
|
2'476 |
|
3'400 |
|
|
|
|
|
|
|
|
|
|
|
Total 1) |
|
1'268 |
|
4'068 |
|
5'335 |
|
6'900 |
|
|
|
|
|
|
|
|
|
|
|
Expense allowance |
|
18 |
|
72 |
|
90 |
|
|
1) The remuneration is rounded to the nearest thousand. Due to rounding, amounts may not precisely add up to the totals provided.
2) Annual variable remuneration for 2022 paid in December 2022 and March 2023.
In 2023 and 2022, the highest remuneration paid to a member of the Executive Committee was to Lars van der Haegen, CEO.
None of the Executive Committee members received any remuneration or loans from the Group other than those disclosed in this report. No allowances or loans were paid to related parties of the members of the Executive Committee. No remuneration was assigned to former members of the Executive Committee (2022: CHF 0.7 million). No remuneration was assigned to related parties.
As at December 31, 2023, no credits or loans were outstanding.
Participation Rights and Options on Such Rights
In 2023, 2'651 shares (2022: 2'776 shares) were purchased by the members of the Executive Committee under the Employee Share Purchase Plan. The market price of the BELIMO Holding AG share at the pre-defined purchase date was CHF 418.90 (2022: CHF 435.50).
|
Number of shares, (audited) |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
Lars van der Haegen |
|
811 |
|
524 |
|
Other members of the Executive Committee |
|
1'840 |
|
2'252 |
|
Total |
|
2'651 |
|
2'776 |
As at December 31, 2023, the members of the Executive Committee (including related persons) owned the following numbers of shares of BELIMO Holding AG:
|
Number of shares, (audited) |
|
December 31, 2023 |
|
December 31, 2022 |
|
|
|
|
|
|
|
Dr. Elena Cortona 1) |
|
666 |
|
400 |
|
Gary Economides |
|
1'899 |
|
1'309 |
|
James W. Furlong |
|
2'108 |
|
1'882 |
|
Louis Scheidegger |
|
1'576 |
|
1'364 |
|
Dr. Markus Schürch |
|
1'091 |
|
797 |
|
Dr. Adrian Staufer |
|
787 |
|
535 |
|
Lars van der Haegen |
|
3'764 |
|
2'953 |
|
Total |
|
11'891 |
|
9'240 |
1) Number of shares as at December 31, 2022 adjusted from 558 to 400.
In the periods following the inception of the Employee Share Purchase Plan, the number of shares held by the Executive Committee has developed as shown below. The decrease in 2022 was attributable to the personnel changes within the Executive Committee.
Shares Held by the Executive Committee
Activities in Other Undertakings
The following table lists the comparable functions with economic purpose of the members of the Executive Committee in other companies in accordance with article 734e and 626 of the Swiss Code of Obligations:
|
Other mandates, (audited) |
|
|
|
Listed Company |
|
Member of the Board of Directors |
|
Member of the Executive Committee |
|
Advisory Board or Other Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lars van der Haegen |
|
Schweiter Technologies AG |
|
X |
|
X |
|
|
|
|
|
Elena Cortona |
|
INTERROLL HOLDING AG |
|
X |
|
X |
|
|
|
|
|
Markus Schürch |
|
Schuerch Investment AG |
|
|
|
X |
|
|
|
|
|
|
Pension fund of BELIMO Automation AG |
|
|
|
|
|
|
|
X |
Gary Economides, Jim Furlong, Louis Scheidegger, and Adrian Staufer have no other mandates with economic purpose.