Introduction by the Chairwoman of the Compensation Committee
On behalf of the Board of Directors of GF and the Compensation Committee, I am pleased to present the 2022 Compensation Report.
At the beginning of the current strategy cycle, which runs from 2021 to 2025, GF adjusted and aligned its compensation system to support the implementation of the strategy. After two years, the Compensation Committee validated the alignment with the strategy and engaged with investors and proxy advisors to discuss and respond to their comments and questions. The Compensation Committee is convinced that the current compensation system is working well, but will continue to focus on further improving it as needed.
In 2022, GF delivered a strong performance and record profitability. This is reflected in the short-term incentive (STI) compensation of the Executive Committee, which increased compared to 2021. The Annual Report for the year under review for the first time also includes the Sustainability Report. In order to enhance transparency, direct links have therefore been embedded in the section Performance in 2022 that make it possible to compare certain key objectives with the level of achievement of those objectives in the Sustainability Report.
In April 2022, GF conducted a 1:20 share split . The number of shares has been adjusted accordingly. The share split has not, however, affected the total of the share-based compensation.
In the reporting year, the Compensation Committee reviewed the Board of Directors compensation structure and levels. The analysis found that the cash compensation of the Board membership is lower compared to the peer group, while the share-based compensation is higher. In order to create a better balance between these two elements of compensation, the Compensation Committee proposed appropriate adjustments to the Board of Directors, which are described in the Outlook section of the Compensation Report. As the adjustments constitute a shift between two compensation elements, the impact on total compensation is considered neutral. The Board of Directors approved the adjustments, which will become effective as of the Annual Shareholders’ Meeting 2023.
This Compensation Report includes all relevant information concerning the compensation policy and programs, the governance in place for decisions relating to compensation and the compensation awarded in the reporting year. At the upcoming Annual Shareholders’ Meeting, our shareholders 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 financial year (prospective binding votes). Our shareholders' valued opinion will also be sought with regard to the Compensation Report through a consultative retrospective vote.
On behalf of the Board of Directors, I would like to thank you for your valuable feedback and support. We look forward to continuing our constructive dialogue with our shareholders and stakeholders. We remain convinced that GF's compensation system rewards performance in a balanced and sustainable way, and that it is therefore well aligned with the interests of our shareholders.
Chairwoman of the Compensation Committee