Compensation governance and principles
Compensation policies and plans at Sulzer reward performance, sustainable growth and long-term shareholder value creation. The compensation programs are competitive, internally equitable, straightforward and transparent. The compensation report is prepared in accordance with the Articles 732 et seqq. of the Swiss Code of Obligations (CO), the SIX Swiss Exchange Directive on Information relating to Corporate Governance (RLCG) and the principles of the Swiss Code of Best Practice for Corporate Governance.
Remuneration Committee
The Articles of Association, the Board of Directors and Organization Regulations, and the Remuneration Committee Regulations define the functions of the Remuneration Committee (RC). The RC supports the Board of Directors in establishing and reviewing the compensation strategy and principles, and in preparing the proposals for the Shareholders’ Meeting.
The RC is responsible for the activities outlined below and submits proposals to the Board of Directors, which makes the final decisions. For the CEO, the Lead Independent Director performs these tasks in close consultation with the Chair of the RC.
- Regular review of the compensation policies and programs
- Setting performance targets for Executive Committee members for incentive plans
- Preparing proposals for the Shareholders’ Meeting on the maximum aggregate amounts of compensation for the Board of Directors and for the Executive Committee
- Setting target compensation for Executive Committee members
- Preparing the compensation report
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Stakeholder level of authority |
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RC |
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Board |
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Shareholders Meeting |
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Compensation policies and programs |
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proposes |
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approves |
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Maximum aggregate compensation amounts for the Board of Directors and Executive Committee |
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proposes |
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reviews |
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approves (binding vote) |
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Remuneration system and Board member fees |
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proposes |
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approves |
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Compensation of the Executive Committee members |
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reviews |
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approves |
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Performance objectives and assessment for Executive Committee members |
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reviews |
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approves |
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Compensation report |
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proposes |
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approves |
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consultative (advisory vote) |
As stated by Sulzer Ltd’s Remuneration Committee Regulations, the RC has at least three members elected annually by the Shareholders’ Meeting until the next AGM. Most members are non-executive and independent. At the 2024 AGM, Alexey Moskov, Markus Kammüller and Dr. Hariolf Kottmann were re-elected to the RC.
The RC meets as needed, but at least twice a year. In 2024, it held four meetings. This year’s agenda topics are included in the following table.
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Meeting Topics Discussed |
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Meeting |
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Topics |
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January |
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Short Term and Long Term Incentive performance review |
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Compensation report |
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Max. aggregate Board of Directors and Executive Committee |
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July & September |
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Compensation benchmark review |
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Compensation policies and programs review |
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December |
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Short Term and Long Term Incentive performance forecast |
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Compensation report skeleton |
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The CEO, Chief Human Resources Officer and Secretary of the Board (who also serves as the RC Secretary) usually attend the meetings. The Committee Chair may invite other executives for advisory purposes when needed. However, the CEO and other executives do not participate when their own remuneration or performance is discussed.
The RC Chair reports to the full Board on the Committee’s activities and discussions. The Chair also submits proposals for Board approval as necessary. All Board members have access to the RC meeting minutes.
The RC retained HCM International to analyze benchmarks for the Board of Directors and the Executive Committee. They also retained hkp///group for compensation report advice. Neither were awarded additional mandates.
Shareholders’ role and engagement
The company values shareholders’ feedback on compensation policies and has held advisory votes on the compensation report since 2011. It also regularly meets with shareholders to understand their perspectives. At the 2024 AGM, shareholders approved the maximum aggregate compensation for the Board for the 2024/25 term and for the Executive Committee for 2025.
Additionally, the Articles of Association, approved by shareholders, govern the principles of compensation.
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Extract from the Articles of Association related to compensation |
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Article 31 |
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Non-executive members of the Board of Directors receive only a fixed compensation. Members of the Executive Committee receive both fixed and variable compensation components that are based on their performance. Their compensation can be paid in cash, shares, options or other forms. |
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Article 29 |
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The Shareholders’ Meeting approves the maximum aggregate amount of compensation for the Board of Directors for the next term of office and the maximum aggregate amount of compensation for the Executive Committee for the following financial year. The Board of Directors submits the annual compensation report to an advisory vote at the AGM. |
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Article 30 |
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In the event that a member of the Executive Committee is appointed after the AGM and the approved maximum compensation is not sufficient for his/her compensation, a supplementary amount of up to 40% of the last approved maximum compensation can be used without further approval by the AGM. |
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Article 32 |
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Fixed-term employment agreements have a maximum duration of one year and can be renewed. Permanent employment agreements have a maximum termination notice period of twelve months. Non-compete agreements for the period after termination of an employment agreement are permissible. They are limited to one year. The consideration does not exceed the last total annual target compensation to which the member was entitled prior to termination. Furthermore, it should not exceed the average compensation of the last three financial years. |
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Article 34 |
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The company is not allowed to grant loans or credits to members of the Board of Directors or the Executive Committee. |
Activities in other organizations
According to Article 734e of the Swiss Code of Obligations, the compensation report must detail the external mandates of Board of Directors and Executive Committee members in other enterprises with an economic purpose (as defined in Article 626 para. 2 no. 1 of the Swiss Code of Obligations). The table below lists the entities and the functions held.
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Other functions of the members of the Board of Directors and the Executive Committee |
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Member |
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Name of company |
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Function |
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2024 |
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2023 |
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Dr. Suzanne Thoma |
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Beckers Group, Germany |
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Non-executive member of the Board of Directors |
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x |
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x |
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BayWa r.e., Germany |
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Non-executive member of the Board of Directors |
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x |
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x |
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Markus Kammüller |
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ExecDelta GmbH, Switzerland |
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Sole Partner |
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x |
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x |
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Gonset Holding SA, Switzerland |
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President of the Board of Directors |
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x |
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Vice-Chair of the Board of Directors |
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x |
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Gonset Immeubles d’Entreprises SA, Switzerland |
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President of the Board of Directors |
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x |
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Vice-Chair of the Board of Directors |
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x |
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David Metzger |
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Swiss Steel Holding AG, Switzerland |
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Non-executive member of the Board of Directors |
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x |
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x |
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medmix AG, Switzerland |
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Non-executive member of the Board of Directors |
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x |
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x |
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Mealda Capital GmbH, Switzerland |
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Sole Partner |
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x |
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x |
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Sopeli Capital GmbH, Switzerland |
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Sole Partner |
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x |
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x |
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Alexey Moskov |
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OC Oerlikon Corporation AG, Switzerland |
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Non-executive member of the Board of Directors |
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x |
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x |
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Witel AG, Switzerland |
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Member of the Board of Directors |
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x |
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x |
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Liwet Holding AG, Switzerland |
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President of the Board of Directors |
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x |
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x |
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A2-Link AG, Switzerland |
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Sole Board Member |
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x |
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x |
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Dr. Prisca Havranek-Kosicek |
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Jenoptik AG, Germany |
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Chief Financial Officer |
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x |
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x |
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Jenoptik North America Inc., United States of America |
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Director |
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x |
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x |
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Dr. Hariolf Kottmann |
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Plansee Holding, Austria |
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Member of the Board of Directors |
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x |
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x |
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HK1 AG, Switzerland |
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Sole member of the Board of Directors |
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x |
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x |
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Kiingle AG, Switzerland |
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Member of the Board of Directors |
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x |
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Per Utnegaard |
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Saudi Ground Services, Saudi Arabia |
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Non-executive member of the Board of Directors |
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x |
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x |
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Alvest Holding, France |
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Non-executive Director |
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x |
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x |
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Per Utneegard & Partners GmbH, Switzerland |
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Sole Partner |
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x |
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x |
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Tim Schulten |
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JCB Group Holdings Sàrl, Switzerland |
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Director |
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x |
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x |
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Jan Lüder |
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Wealth Minerals Ltd, Canada |
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Member of the Advisory Board |
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x |
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In each individual case, the number of mandates does not exceed the maximum number of external mandates specified in Article 33 of the Articles of Association.