Compensation Report

Introduction by the Chairwoman of the Compensation Committee

Dear shareholders,

On behalf of the Board of Directors of GF and of the Compensation Committee, I am pleased to present the 2019 Compensation Report.

As in previous years, the Board of Directors continued the dialogue with shareholders and proxy advisors regarding our compensation policy and programs also in 2019. We have listened to the proposals and evaluated options. Potential adjustments will be considered in the context of the new business strategy cycle, starting in 2021.

As already announced in our last report, the changes about target setting for the long-term incentive plan have been implemented for 2019. In addition, the Board of Directors has decided to introduce clawback and malus provisions to the Long-term incentive plan, which will be implemented in 2020. Further details can be found in the chapter Long-term incentive (share-based compensation).

The Compensation Report has been modified in order to further improve readability. It includes all relevant information concerning the compensation policy and programs, the governance around compensation decisions and the compensation awarded in the reporting year. While the level of transparency has been preserved, the structure of the Compensation Report has been streamlined for ease of reading.

In 2019, we were honored with the first price from the Swiss Institute of Directors for our remuneration system for the Board of Directors and the Executive Committee. We value this as a sign that efforts in changing the compensation system have been well received from an outside perspective.

At the upcoming Annual Shareholders’ Meeting, you will be asked to approve the maximum compensation amount for the Board of Directors for the period until the next Annual Shareholders’ Meeting and the maximum compensation amount for the Executive Committee for the next business year (prospective binding votes). Further, you will have the opportunity to express your opinion on the Compensation Report in a consultative retrospective vote.

Looking ahead, we will continue to assess and review our compensation structure to ensure that it continues to fulfill its purpose in the evolving context in which GF operates and is aligned with the interests of our shareholders.

We trust that you will find this report interesting and informative.


Eveline Saupper

Chairwoman of the Compensation Committee

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