Compensation of the Board of Directors and Senior Management

The following table discloses the compensation of the Board of Directors in 2014 in detail and that of the 16 members of Senior Management in aggregate, as well as the highest amount attributed to a member of Senior Management individually. The amounts disclosed are based on the accrual principle and relate to 2014 performance.

In 2014, twelve non-executive members of the Board of Directors received total remuneration of CHF 3.7 million (2013: 3.4) of which CHF 2.3 million (2013: 2.2) was paid in cash, CHF 0.1 million (2013: 0.1) was granted in the form of post-employment benefits, and CHF 1.0 million (2012: 0.9) was paid in shares. Other compensation paid totaled CHF 0.2 million (2013: 0.2).

The total annual compensation for the members of Senior Management (including CEO) amounted to 32.3 million (2013: 25.9). This amount comprises base salaries and variable cash compensation of CHF 19.6 million (2013: 15.1), share-based compensation of CHF 5.0 million (2013: 3.7), employer contributions to pension plans of CHF 7.2 million (2013: 6.6) and “other” compensation of CHF 0.5 million (2013: 0.5). The CEO received a base salary plus variable compensation in cash of CHF 3.8 million (2013: 2.1), share-based compensation of CHF 1.0 million (2013: 0.7), and employer contributions to pension benefits of CHF 0.5 million (2013: 0.5). As a result, the CEO’s total compensation, amounted to CHF 5.2 million (2013: 3.2). In accordance with the Ordinance Against Excessive Compensation, the base salary and the variable cash compensation are disclosed, including foreign withholding tax. The contribution to pension plans also include the employer’s contributions to social security (AHV/IV).

Compensation Board of Directors/senior management1

Name

Position

Base Salary

Variable Compensation

Other compensation

Total com­pensation

Total com­pensation

 

 

Cash

Shares2

Cash

Shares2

Options3

Employer contributions to pension plans

Others

 

 

 

 

 

 

 

 

 

 

2014

2013

1

Compensation for the Board of Directors and senior management is disclosed gross of withholding tax and employee social security contributions. Other compensation” includes employer contributions to pension plans (state old age and survivors insurance [AHV]/disability insurance [IV], pension funds) as well as a lump sum allowance, long-service benefits, government child payments, etc. The parameters for the fair value calculation of shares and options allocated in the year under review are disclosed in note 33 “Share compensation plans”.

2

The shares were valued at the average market price in the period from January 1, 2015 to February 15, 2015, and are subject to a five-year sale and pledge restriction period.

3

Value of the options according to the Black Scholes model at the time of allocation.

4

Including director's fees from subsidiary companies.

5

Member of senior management receiving the highest compensation.

6

Including CEO.

7

The total compensation of the Board of Directors in 2013 amounted to CHF 3,366,431 and included the compensation of three Board members leaving in 2013.

Wolfgang Reitzle

Member of the Board of Directors, Chairman since April 29, 2014,

Number

 

3,607

 

 

 

 

 

 

 

 

Chairman of the Governance & Strategy Committee since April 29, 2014,

CHF

633,333

240,000

 

 

 

12,304

50,000

935,637

190,192

 

Member of the Nomination & Compensation Committee

 

 

 

 

 

 

 

 

 

 

Beat Hess

Deputy Chairman,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Audit Committee,

CHF

386,667

93,333

 

 

 

22,632

10,000

512,632

434,116

 

Member of the Governance & Strategy Committee

 

 

 

 

 

 

 

 

 

 

Alexander Gut

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Chairman of the Audit Committee

CHF

210,000

93,333

 

 

 

13,894

10,000

327,227

257,814

Erich Hunziker

Deputy Chairman and Member of the Board of Directors until April 29, 2014,

Number

 

401

 

 

 

 

 

 

 

 

Chairman of the Nomination & Compensation Committee until April 29, 2014,

CHF

106,667

26,667

 

 

 

5,139

3,333

141,806

419,259

 

Member of the Governance & Strategy Committee until April 29, 2014

 

 

 

 

 

 

 

 

 

 

Adrian Loader

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Nomination & Compensation Committee until April 29, 2014,

CHF

160,833

93,333

 

 

 

 

10,000

264,166

190,000

 

Chairman of the Nomination & Compensation Committee since April 29, 2014

 

 

 

 

 

 

 

 

 

 

Jürg Oleas

Member of the Board of Directors since April 29, 2014

Number

 

1,002

 

 

 

 

 

 

 

 

 

CHF

66,667

66,667

 

 

 

 

6,667

140,001

 

Andreas von Planta

Member of the Board of Directors until April 29, 2014,

Number

 

401

 

 

 

 

 

 

 

 

Member of the Audit Committee until April 29, 2014

CHF

36,667

26,667

 

 

 

4,967

3,333

71,634

208,744

Thomas Schmidheiny

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Nomination & Compensation Committee

CHF

154,1334

93,333

 

 

 

9,286

10,000

266,752

228,885

Hanne Sørensen

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Nomination & Compensation Committee since April 29, 2014

CHF

120,328

93,333

 

 

 

 

10,000

223,661

116,080

Rolf Soiron

Chairman and Member of the Board of Directors until April 29, 2014,

Number

 

401

 

 

 

 

 

 

 

 

Chairman of the Governance & Strategy Committee until April 29, 2014

CHF

198,560

26,667

 

 

 

13,016

41,667

279,910

758,571

Dieter Spälti

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Audit Committee,

CHF

156,667

93,333

 

 

 

11,147

10,000

271,147

229,774

 

Member of the Governance & Strategy Committee

 

 

 

 

 

 

 

 

 

 

Anne Wade

Member of the Board of Directors,

Number

 

1,403

 

 

 

 

 

 

 

 

Member of the Governance & Strategy Committee since April 29, 2014

CHF

116,995

93,333

 

 

 

 

10,000

220,328

116,080

Total Board of Directors

 

Number

 

15,633

 

 

 

 

 

 

 

(non-executive members)

 

CHF

2,347,517

1,039,999

 

 

 

92,385

175,000

3,654,901

3,149,5157

Bernard Fontana5

CEO

Number

 

 

 

7,765

30,253

 

 

 

 

 

 

CHF

1,750,000

 

2,020,845

516,619

436,849

489,592

26,000

5,239,905

3,219,414

Variable compensation in percentage of base salary

 

 

 

 

170.0%

 

 

 

 

 

Total senior management6

 

Number

 

 

 

45,368

139,199

 

 

 

 

 

 

CHF

13,668,400

 

5,971,261

3,018,261

2,010,020

7,158,546

468,543

32,295,031

25,872,834

Variable compensation in percentage of base salary

 

 

 

 

80.5%

 

 

 

 

 

Compensation of former members of governing bodies

In the year under review, compensation in the amount of CHF 3.5 million (2013: 2.8) was paid to six (2013: ten) former members of the Senior Management.