32
Remuneration report
Remuneration report 2022
1. Remuneration philosophy and basic principles
1.1 | General | The remuneration report lays down the remuneration principles and the governance |
information | ||
framework for the remuneration of the Board of Directors and the members of Execu- | ||
tive Management of Von Roll Holding AG. It also includes details of the remuneration | ||
policy and the remuneration paid to the aforesaid bodies in the financial year 2022. | ||
Unless indicated otherwise, all information provided in this report relates to the finan- | ||
cial year that ended on December 31, 2022. The report is in line with Art. 13 of the Swiss | ||
Ordinance against Excessive Remuneration in Listed Companies Limited by Shares | ||
( ERCO); the Swiss Code of Best Practice for Corporate Governance issued by Econo- | ||
miesuisse; Section 5.1 of the Annex to the SIX Swiss Exchange's Directive on Informa- | ||
1.2 | Corporate | tion relating to Corporate Governance; and the Swiss Code of Obligations. |
governance as the | The principles of our remuneration system for the Board of Directors and Executive | |
basis for remuner- | Management are included in the Articles of Incorporation. | |
ation policy | ||
1.3 ERCO | The remuneration system and employment contracts with members of Executive Man- | |
1.4 | Responsibilities | agement comply with the ERCO. |
Board of Directors | ||
The Board of Directors is responsible for the Group's remuneration system and for | ||
drafting corresponding motions for the General Meeting. |
People & Remuneration Committee
The People & Remuneration Committee comprises three members of the Board of Directors. The members of the People & Remuneration Committee are elected by the General Meeting for a one-year term, which runs until the end of the next ordinary General Meeting. Re-election is permissible. The Chairman of the People & Remuneration Committee is elected by the entire Board of Directors. The People & Remuneration Committee assists the Board of Directors with setting and reviewing the company's remuneration strategy and guidelines and the qualitative and quantitative remuneration criteria, as well as with preparing motions for the General Meeting relating to the remuneration of the Board of Directors. The People & Remuneration Committee can make suggestions and recommendations to the Board of Directors regarding other remuneration issues. The People & Remuneration Committee can call in external spe- cialists.
The People & Remuneration Committee is made up of Gerd Amtstätter (Chairman), Guido Egli and August François von Finck, all of whom are members of the Board of Directors. The Delegate of the Board of Directors / CEO and the CFO regularly attend People & Remuneration Committee meetings in an advisory capacity without voting rights. The People & Remuneration Committee met twice during the financial year. The Chairman of the People & Remuneration Committee reports to the Board of Directors with regard to the committee's activities. The minutes of the committee meetings are provided to members of the Board of Directors.
CEO and Executive Management
Headed by the CEO, Executive Management reviews the targets set for the management team's performance-related bonus scheme based on the People & Remuneration Committee's specifications.
Remuneration report
33
1.5 | Principles and | General principles |
components of | The Board of Directors may decide whether remuneration is paid wholly or partially in | |
remuneration | ||
cash, restricted company shares or future subscription rights to shares. The Board of | ||
Directors determines the timing of the allocation, the length of the restricted period | ||
and any discount, taking into account the length of the restricted or vesting period. | ||
The restricted or vesting period shall be at least three years, whereby the Board of | ||
Directors may agree on a shorter period in justified cases. The Board of Directors may | ||
stipulate that, should a certain event specified in advance ultimately occur, such as the | ||
termination of an employment or mandate relationship or a change of control, then | ||
restricted or vesting periods shall continue to apply, be shortened or be canceled, or | ||
remuneration shall be paid out (assuming targets have been met) or forfeited. | ||
If shares or future subscription rights to shares are to be allocated or other remunera- | ||
tion components granted, the remuneration amount shall correspond to the value | ||
accorded to these remuneration components at the time of their allocation in accor- | ||
dance with generally recognized valuation methods. | ||
In respect of duties performed in legal entities of the Group or on behalf of a legal | ||
entity of the Group, these entities may grant remuneration to the members of the | ||
Board of Directors and Executive Management insofar as the amounts concerned do | ||
not exceed the limit approved by the General Meeting or the additional limit in accor- | ||
1.6 | Approval | dance with Art. 32 (6) of the Articles of Incorporation. |
procedure | Within the scope permissible by law, the company may compensate members of the | |
Board of Directors and Executive Management for losses incurred in conjunction with | ||
lawsuits, proceedings or settlements related to their activities for the company. It may |
also advance relevant sums or take out insurance policies. Compensation, advances and insurance policies of this kind are not considered remuneration.
Components of the Board of Directors' remuneration
Members of the Board of Directors receive fixed remuneration for their activities. Their expenses are also reimbursed. Reimbursed expenses, including lump-sum expenses, are not deemed to be remuneration. Supplements may be paid for serving as a member of a committee or for undertaking specific duties or projects.
Components of Executive Management's remuneration
Members of Executive Management receive fixed remuneration for their activities. Their expenses are also reimbursed. Reimbursed expenses, including lump-sum expenses, are not deemed to be remuneration. The main shareholder group has authorized the current Executive Management to participate in the proceeds from the sale in the event of significant company shares being sold.
General information
The General Meeting approves the maximum remuneration for members of the Board of Directors with binding effect when the ordinary General Meeting convenes each year, with this remuneration limit then applying until the next ordinary General Meeting. The General Meeting shall approve the maximum amount for fixed remuneration components for the following financial year for members of Executive Management with binding effect when the ordinary General Meeting convenes each year.
The General Meeting can approve a retrospective increase in a total amount already approved at any time.
34
Remuneration report
The General Meeting shall approve the total variable remuneration components for the previous financial year for members of Executive Management with binding effect when the ordinary General Meeting convenes each year.
If the General Meeting withholds its approval, the Board of Directors may submit new motions for approval at the same General Meeting. If the Board of Directors does not submit any new motions or if the General Meeting rejects the new motions as well, the Board of Directors can convene a new General Meeting.
For the appointment of new members of Executive Management made after the General Meeting has given its approval, the additional limit for each new member shall be 150 % of the highest remuneration amount paid to a member of the Executive Management at the last ordinary General Meeting in the previous financial year. This additional remuneration does not need to be approved by the General Meeting.
Appointment of members of Executive Management
The Board of Directors appoints members of Executive Management.
Number of external offices and positions
The number of external offices and positions is stipulated with binding effect in the Articles of Incorporation.
Contracts with members of the Board of Directors and Executive Management
Contracts with members of the Board of Directors and Executive Management, which provide the foundation for their remuneration, may be temporary or permanent. The maximum term of a temporary contract is one year. Contracts may be renewed. Notice periods for permanent contracts may not exceed one year.
The notice period for the CEO and the other members of Executive Management is 12 months. All employment contracts with members of Executive Management comply with the legislation and the provisions of the ERCO.
Severance pay
The employment contracts concluded with members of Executive Management do not provide for any severance pay.
Remuneration report
35
2. Remuneration in the financial year
2.1 Remuneration of | Board of Directors' fee | ||||||||
the Board of | The following remuneration was paid to members | 4of the Board of-Directors for the | |||||||
Directors (audited) | financial year 2022: | Board of Direc- | |||||||
Fixed | Variable | Other remu- | Retirement | ||||||
in CHF 1,000 | Function | fee1 | remuneration | neration2 | benefits3 | Total | |||
Dr. Peter Kalantzis | (left | Chairman | 294 | - | - | 14 | 308 | ||
Guido Egli | Vice-Chairman | 144 | - | - | 7 | 151 | |||
Gerd Amtstätter | Member | 94 | - | - | - | 94 | |||
Gerd Peskes | Member | 32 | - | - | - | 32 | |||
tors in May 2022) | |||||||||
August François von Finck | Member | 94 | - | - | 6 | 100 | |||
Gerhard Bruckmeier | Member | 62 | - | - | - | 62 | |||
Dr. Christian Hennerkes | Delegate | - | - | - | - | - | |||
Total | 720 | - | 27 | 747 |
- Gross fee, i.e. before the deduction of social security contributions, withholding taxes, etc.
- Other remuneration does not include any lump-sum expenses.
- Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.
- Base fee 2022 pro rata for the period from May to December 2022.
The following remuneration was paid to members of the Board of Directors for the financial year 2021:
Fixed | Variable | Other | Retirement | |||
in CHF 1,000 | Function | fee1 | remuneration | remuneration2 | benefits3 | Total |
Dr. Peter Kalantzis | Chairman | 294 | - | - | 14 | 308 |
Guido Egli | Vice-Chairman | 144 | - | - | 7 | 151 |
Gerd Amtstätter | Member | 94 | - | - | - | 94 |
Gerd Peskes | Member | 94 | - | - | - | 94 |
August François von Finck | Member | 94 | - | - | 6 | 100 |
Dr. Christian Hennerkes | Delegate | - | - | - | - | - |
Total | 720 | - | - | 27 | 747 |
- Gross fee, i.e. before the deduction of social security contributions, withholding taxes, etc.
- Other remuneration does not include any lump-sum expenses.
- Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.
Other remuneration
Apart from the amounts disclosed here, no member of the Board of Directors received any additional fees or remuneration in 2022 or 2021 for services provided to Von Roll. In particular, no additional remuneration was paid for serving as a member of a committee or undertaking specific duties or projects in the financial years 2022 and 2021.
36
Remuneration report
2.2 Remuneration of | Short-term remuneration | ||||||
Executive | The members of Executive Management received remuneration totaling CHF 1.8 million | ||||||
Management | in the financial year 2022 ( 2021: CHF 1.3 million). This amount includes fixed basic sal- | ||||||
(audited) | |||||||
aries of CHF 1.3 million ( 2021: CHF 1.1 million), short-term performance bonuses of | |||||||
CHF 0.2 million ( 2021: CHF 0) and social security contributions of CHF 0.3 million | |||||||
( 2021: CHF 0.2 million). | |||||||
The following remuneration was paid to members of Executive Management for the | |||||||
financial year 2022: | Variable | Other | Retirement | ||||
in CHF 1,000 | Function | Basic salary 1 | remuneration2 | remuneration3 | benefits4 | Total | |
Dr. Christian Hennerkes | CEO | 760 | 100 | 20 | 120 | 1,000 | |
Artur Lust | CFO | 540 | 100 | 12 | 101 | 753 | |
Total | 1,300 | 200 | 32 | 221 | 1,753 |
- Gross salary, i.e. before the deduction of social security contributions, withholding taxes, etc. The changes compared with the previous year result from a TCHF 100 increase in the fixed remuneration of each member of Executive Man- agement.
- In connection with the General Meeting of May 4, 2022, each member of the Executive Management was granted a one-time bonus of TCHF 100 in recognition of an extremely successful financial year 2021 in a particularly difficult economic environment.
- Other remuneration comprises lump-sum compensation (TCHF 24) and child allowances (TCHF 8).
- Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, pension funds or executive insurance.
The following remuneration was paid to members of Executive Management for the financial year 2021:
Variable re- | Other remu- | Retirement | ||||
in CHF 1,000 | Function | Basic salary 1 | muneration | neration 2 | benefits3 | Total |
Dr. Christian Hennerkes | CEO | 660 | - | 20 | 107 | 787 |
Artur Lust | CFO | 440 | - | 12 | 85 | 537 |
Total | 1,100 | - | 32 | 192 | 1,324 |
- Gross salary, i.e. before the deduction of social security contributions, withholding taxes, etc.
- The remaining remuneration comprises lump-sum compensation (TCHF 24) and child allowances (TCHF 8).
- Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.
Long-term remuneration
There is no plan for long-term remuneration.
Other remuneration
Apart from the amounts disclosed here, no member of Executive Management received any additional fees or remuneration in the financial years 2022 or 2021 for services provided to Von Roll.
2.3 Remuneration of No remuneration was due to former members of Executive Management or for former
former members of members of the Board of Directors in the financial years 2022 and 2021. the Board of
Directors and Executive Management (audited)
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Von Roll Holding AG published this content on 15 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2023 07:09:09 UTC.