Compensation architecture for the Board of Directors
The compensation of the Board of Directors is fixed and does not contain any performance-based variable component. This ensures that the Board of Directors is truly independent in fulfilling its supervisory duties towards the Executive Committee.
The compensation of the Board of Directors is governed by a compensation regulation, is reviewed by the Remuneration Committee (RC) annually and, if necessary, adjusted by a decision of the full Board of Directors based on a proposal by the RC.
The compensation of the Board of Directors consists of a fixed cash component and a share component with a fixed grant value. The share component strengthens the long-term alignment of the interests of the Board members with those of the shareholders. Non-executive Board members are not entitled to pension benefits.
The amount of compensation for the Chairperson and for the other members of the Board of Directors is determined based on the relevant compensation benchmarks. The list of companies is the same peer group as listed under the compensation benchmark of the members of the Executive Committee (see the Benchmark Peer Group graph in the Compensation Architecture for the CEO and members of the EC chapter). The compensation reflects the responsibility and complexity of their respective functions, the professional and personal requirements placed on them, and the expected time required to fulfill their duties. The ongoing Board compensation structure and amounts are described in the table below:
Annual compensation of the Board of Directors1
|
in CHF |
|
Cash component (net of social security contributions) |
|
Grant value of BLS (net of social security contributions) |
|
Base fee for Board Chair 2) |
|
420’000 |
|
|
|
Base fee for Board Vice Chair |
|
100’000 |
|
155’000 |
|
Base fee for Board members |
|
70’000 |
|
125’000 |
|
Additional committee fees: |
|
|
|
|
|
Audit Committee / Strategy and Sustainability Committee Chair |
|
60’000 |
|
|
|
Audit Committee / Strategy and Sustainability Committee members |
|
35’000 |
|
|
|
Nomination / Remuneration Committee / Governance Committee Chair |
|
35’000 |
|
|
|
Nomination / Remuneration / Governance Committee members |
|
20’000 |
|
|
1) Compensation for the period of service (from AGM to AGM).
2) The Chair of the Board of Directors does not receive additional remuneration for committee activities.
Board members are compensated for their service from AGM to AGM. Cash compensation is paid quarterly for Board members and monthly for the Chairperson. As of the 2025 AGM, the Board members receive a blocked share grant. The shares are granted annually and blocked for three years from the allocation date on March 1st of the following year. The number of shares is determined by dividing the fixed grant value by the volume-weighted average share price of the trading days in the last three months before the allocation date.