Compensation at a glance
Compensation for the Board of Directors
Compensation model
In order to ensure independence in their supervisory function, the Members of the Board of Directors receive fixed compensation only, delivered in cash and shares blocked for five years.
|
Responsibility |
|
Fee |
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Shares |
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Board Membership |
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CHF 70’000 |
|
150 shares |
|
Board Chairmanship |
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CHF 200’000 |
|
150 shares |
|
Board Vice-Chairmanship 1 |
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CHF 22’500 |
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Audit Committee Chairmanship |
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CHF 80’000 |
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|
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Audit Committee Membership |
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CHF 30’000 |
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Other Committee Chairmanship |
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CHF 40’000 |
|
|
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Other Committee Membership |
|
CHF 20’000 |
|
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1 As of 18 April 2019, the additional fee for Board Vice-Chairmanship was discontinued
The compensation system for the Board of Directors does not contain any performance-related components.
Compensation awarded in 2019
The compensation awarded to the Board of Directors for the period from the Annual Shareholders’ Meeting 2018 to the Annual Shareholders’ Meeting 2019 is within the limits approved by the shareholders:
|
Compensation period |
|
Amount approved |
|
Effective amount |
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2018-2019 |
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CHF 3'750'000 1 |
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CHF 2'540'000 2 |
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2019-2020 |
|
CHF 3'750'000 1 |
|
n/a 3 |
1 Based on a share value of CHF 1'600.00
2 Based on a share value of CHF 786.50 for the period in 2018 and CHF 983.00 for the period in 2019
3 Compensation period not yet completed; a conclusive assessment will be provided in the Compensation Report 2020
Compensation for the Executive Committee
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Compensation elements |
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Purpose |
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Vehicle |
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Period |
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Performance measure |
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Fixed compensation |
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Fixed base salary |
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Pay for the function |
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Cash |
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Monthly |
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Skills, experience and individual performance |
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Benefits |
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Ensure protection against risks such as death, disability and old age |
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Variable compensation |
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Short-term incentive (STI) |
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Pay for annual performance based on GF strategic targets |
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Cash |
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Annual |
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Organic sales growth EBIT margin ROIC Individual objectives |
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Long-term incentive (LTI) |
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Pay for long-term performance Align with shareholders' interests and GF’s strategy Participate in long-term success of the company |
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Performance shares |
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3-year vesting + additional 2-year blocking |
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EPS rTSR |
Performance in 2019
Increased targets and a lower financial performance of the Corporation and the divisions in 2019 compared to 2018 resulted in a lower STI payout:
|
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2019 STI payout |
|
CEO |
|
89% of target; 59% of maximum |
|
EC |
|
64% - 130% of target; 43% - 86% of maximum |
Compensation awarded for 2019
The compensation awarded to the Executive Committee (including CEO) for 2019 is within the limits approved by the shareholders at the 2018 Annual Shareholders' Meeting:
|
Compensation period |
|
Amount approved |
|
Effective amount |
|
2019 |
|
CHF 10'531'000 |
|
CHF 7'488'000 |
CEO Compensation for 2019
Amounts in CHF 1’000
Executive Committee Compensation for 2019
Amounts in CHF 1’000
Compensation principles
The compensation policy applicable to the Executive Committee is designed to attract, motivate, and retain talented individuals, along the following principles:
- Fairness and transparency;
- Pay for performance and strategy implementation;
- Long-term orientation and alignment to shareholders’ interests;
- Market competitiveness.
Compensation governance
- Authority for decisions related to compensation are governed by GF’s Articles of Association;
- The Board of Directors is supported by the Compensation Committee in preparing all compensation-related decisions regarding the Board of Directors and the Executive Committee;
- The maximum aggregate amounts of compensation of the Members of the Board of Directors and of the Executive Committee are subject to binding prospective shareholders’ votes at the Annual Shareholders’ Meeting;
- In addition, the Compensation Report is subject to a retrospective consultative vote at the Annual Shareholders’ Meeting.