Board of Directors
The members of the Board of Directors received cash compensation of CHF 1.159 million in the year under review. In addition, a total of 1ʼ501 GF registered shares with a total market value of CHF 1.251 million were allocated as share-related compensation. In the previous year, the allocation had been 1ʼ534 GF registered shares, equivalent to a total market value of CHF 1.042 million. Together with other benefits, the total compensation paid to the Board of Directors in the year under review amounted to CHF 2.523 million (previous year: CHF 2.331 million).
At the General Assembly of 23 March 2016, a maximum sum of CHF 2.774 million for remuneration of the members of the Board was approved for the period from the 2016 Annual Shareholders’ Meeting to the 2017 Annual Shareholders’ Meeting.
The detailed disclosure of compensation to the Board of Directors is as follows:
Compensation paid to the members of the Board of Directors 2016
The compensation paid to the Board of Directors for the year 2016 was above that of the previous year. The increase is explained by the increased value of the shares from CHF 679 in 2015 to CHF 834 in 2016.
In the year under review, Mr. Ulrich Graf, Chairman of the Compensation Committee, was remunerated until the General Assembly of 23 March 2016. Both, Mr. Roger Michaelis and Mr. Zhiqiang Zhang, received each CHF 22ʼ500 for international travel time spent; these reimbursements are included in the cash compensation. No further compensation was paid to members of the Board of Directors. No compensation was paid to parties closely related to members of the Board of Directors.
The members of the Executive Committee received cash, share-related compensation, social security and pension contributions amounting to CHF 8.320 million for the year under review (previous year: CHF 7.736 million). Under the new long-term incentive plan, 2ʼ126 GF registered shares (1ʼ063 restricted shares and 1ʼ063 performance shares) with a total value of CHF 1.773 million, based on a share price of CHF 834 at year end 2016, were granted to members of the Executive Committee for the year under review and thereof 1ʼ063 GF registered shares were transferred. (previous year: 2ʼ050 GF registered restricted shares with a total value CHF 1.392 million).
At the General Assembly of 18 March 2015, a maximum sum of CHF 9.412 million for remuneration of the members of the Executive Committee for the business year 2016 was approved.
The detailed disclosure of compensation to the Executive Committee in accordance with the Ordinance against excessive pay in stock exchange-listed companies is as follows:
Compensation paid to the members of the Executive Committee 2016
Total compensation for the Chief Executive Officer and the other members of the Executive Committee in 2016 was higher than in 2015. The increase is explained by the following factors:
- –The Executive Committee compensation includes the compensation for Pietro Lori (Executive Committee member until 31 July 2016) and includes the compensation for Joost Geginat (Executive Committee member since 1 May 2016).
- –The value of the shares increased from CHF 679 in 2015 to CHF 834 in 2016.
- –The short-term incentive related to the financial results of the Corporation and the divisions and to the individual performance was comparable to 2015. Consequently, the overall short-term incentive percentage ranges from 56.9% to 71.8% of the base salary for the Executive Committee members and amounts to 106.9% of the base salary for the Chief Executive Officer.
- –The fixed salary was slightly adjusted in order to keep competitive levels in line with the market practice of GF’s industrial sector.
- –The employer’s contributions to social security and to company retirement plans have increased following the adjustments of fixed salary. Please note that a significant portion of the social security payments of the employer to the Swiss social security system represents a solidarity payment as the individuals will not get any return or benefit due to these payments.
Starting 1 August 2016 until 31 December 2016, Pietro Lori continued his employment with GF as non-Executive Committee member and the compensation package for this period amounted to CHF 528ʼ384.
In the year under review, no further compensation was paid to former members of the Executive Committee. No compensation was paid to parties closely related to members of the Executive Committee.
Shareholdings of members of the Board of Directors, Executive Committee, or persons related to them
Related persons and companies are defined as family members and persons or companies over which a significant influence can be exercised. Transactions with related persons and companies must be settled on prevailing market terms.
Apart from the compensation paid to the Board of Directors and the Executive Committee and the regular contributions to the various pension fund institutions, no transactions with related persons or companies took place.
Shareholdings Executive Committee
The registered shares transferred as part of share-based compensation to the Executive Committee are blocked for at least five years.
As of 31 December 2016, members of the senior management registered a total of 21ʼ374 shares of Georg Fischer Ltd (inclusive Pietro Lori). A total of 45ʼ115 Georg Fischer shares were held by the Board of Directors, the Executive Committee, and the senior management as of 31 December 2016, corresponding to 1.10% of issued shares.
Neither Georg Fischer Ltd nor its Corporate Companies granted any guarantees, loans, advances, or credit facilities to members of the Executive Committee or the Board of Directors or related parties.
Compensation has not involved the allocation of options to current or past members of the Executive Committee or Board of Directors. Neither they nor any related persons possess option rights allocated by GF. As of 31 December 2016, the members of the Executive Committee held no option rights for Georg Fischer registered shares.
In 2016, GF did not make any severance payments to members of the Board of Directors or Executive Committee who left the company in the period under review or earlier.