Remuneration Governance
Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises 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 until the next Annual General Meeting.
At the Annual General Meeting 2024, Sandra Emme (Chair), Urban Linsi, Ines Pöschel and Stefan Ranstrand were re-elected as members of the Remuneration and Nomination Committee. Three of the four members are considered independent.
The Remuneration and Nomination Committee is assigned the following duties in support of the Board of Directors:
- Determination of the remuneration policy of the Company at the highest corporate level in accordance with the Articles of Incorporation.
- Preparation of motions to the Annual General Meeting related to the maximum amounts of remuneration of the governing bodies.
- Evaluation of the yearly target achievement of the Executive Committee members and determination of their remuneration within the limits approved by the Annual General Meeting.
- Submission of proposal on the amount of remuneration for the members of the Board of Directors within the limits approved by the Annual General Meeting.
- Review and submission of the proposed Remuneration Report to the Board of Directors.
- Performance of succession planning and selection of suitable candidates for the Board of Directors and the Executive Committee.
In 2024, the Committee held five meetings varying in duration between one and four hours each. The participation rate for meetings in 2024 was 100%.
Sandra Emme, Chair | Urban Linsi, Member | Ines Pöschel, Member | Stefan Ranstrand, Member | |||||
|---|---|---|---|---|---|---|---|---|
January 11, 2024 | X | X | X | X | ||||
February 13, 2024 | X | X | X | X | ||||
April 8, 2024 | X | X | X | X | ||||
August 30, 2024 | X | X | X | X | ||||
November 19, 2024 | X | X | X | X |
The February and November meetings of the Remuneration and Nomination Committee each address standard agenda items. In February, they are:
- Evaluation of the achievement of the qualitative and quantitative targets of the previous fiscal year for the members of the Executive Committee.
- Evaluation of the performance of the members of the Executive Committee.
- Determination of the variable remuneration amounts for the members of the Executive Committee to be paid out in March.
In November, they are:
- Submission of the proposed amount of remuneration for the members of the Board of Directors for the year following the Annual General Meeting.
- Submission of the proposed amount of remuneration for the members of the Executive Committee for the following fiscal year.
- Determination of the variable remuneration amounts for the members of the Executive Committee to be paid out in December.
- Submission of the proposed annual Remuneration Report to the Board of Directors.
The extraordinary meetings in January, April and August addressed the design and components of the new remuneration system for the Executive Committee as well as the detailed long-term succession planning of the Board of Directors and the Executive Committee.
The CEO and the Head of Global Human Resources are invited to attend the Committee meetings in an advisory capacity. The CEO and the Head of Global 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 votes with regard to the remuneration of the governing bodies:
- Prospective approval of the maximum total remuneration for the members of the Board of Directors for the year following the Annual General Meeting and for the Executive Committee for the next financial year. If the Annual General Meeting withholds its approval, the Board of Directors may submit new proposals for approval at the same Annual General Meeting, a subsequent extraordinary General Meeting or at the next Annual General Meeting.
- Retrospective, consultative vote on the Remuneration Report for the financial year preceding the Annual General Meeting.