4 Compensation of the Board of Directors
The following tables in Sections 4.1 and 4.2 list the compensation of individual members of the Board of Directors for the 2023/2024 (8 members) and 2022/2023 (7 members) terms of office.
4.1 Compensation of the Board of Directors for the 2023/2024 term of office
|
Compensation of Board of Directors for the 20230/2024 term of office (audited) |
|
Base fee in cash |
|
Base fee in shares 1 |
|
Committee fee |
|
Benefits |
|
Total compensation and benefits 2 |
|
|
|
|
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
Dr. Heinz O. Baumgartner Chairman of the Board of Directors |
|
175.0 |
|
175.4 |
|
0.0 |
|
42.1 |
|
392.5 |
|
|
|
Dr. Roland Abt Chairman of the Audit Committee |
|
45.0 |
|
50.2 |
|
35.0 |
3 |
11.7 |
|
141.9 |
|
|
|
Dr. Matthias Auer Member of the Audit Committee |
|
45.0 |
|
50.2 |
|
15.0 |
|
9.6 |
|
119.8 |
|
|
|
Inge Delobelle Member of the Human Resources Committee |
|
45.0 |
|
50.2 |
|
15.0 |
|
5.0 |
|
115.2 |
|
|
|
Urs Riedener Chairman of the Human Resources Committee |
|
45.0 |
|
50.2 |
|
40.0 |
4 |
19.3 |
|
154.5 |
|
|
|
Felix Schmidheiny |
|
45.0 |
|
50.2 |
|
0.0 |
|
14.7 |
|
109.9 |
|
|
|
Robert F. Spoerry Member of the Human Resources Committee |
|
45.0 |
|
50.2 |
|
15.0 |
|
7.4 |
|
117.6 |
|
|
|
Eva Zauke |
|
45.0 |
|
50.2 |
|
0.0 |
|
5.0 |
|
100.2 |
|
|
|
Total |
|
490.0 |
|
526.8 |
|
120.0 |
|
114.8 |
|
1,251.6 |
|
|
1 In total, 1,133 shares will be transferred to members of the Board of Directors in April 2024, at the average share price of CHF 465.27; the transferred shares will remain restricted for a period of four years.
On April 17, 2023, the blocking on a total of 669 shares belonging to members of the Board of Directors at the time, as well as former members, was lifted; these were transferred in 2019.
2 The total compensation will be paid out to members of the Board of Directors in April 2024.
3 The transition from Conzzeta to Bystronic required the Board of Directors to oversee operational processes. To compensate for this additional workload, the Board of Directors granted its member Dr. Roland Abt an additional fee of CHF 5,000.
Dr. Roland Abt has been Chairman of the Board of Trustees of the Conzzeta Pension Fund since 2022. This function entitles him to a gross annual fee of CHF 15,000, which is not included in the amount disclosed.
4 To compensate for additional workload as chairman of the Human Resources Committee, the Board of Directors granted Urs Riedener an additional fee of CHF 10,000.
4.2 Compensation of the Board of Directors for the 2022/2023 term of office
|
Compensation of Board of Directors for the 2022/2023 term of office (audited) |
|
Base fee in cash |
|
Base fee in shares 1 |
|
Committee fee |
|
Benefits |
|
Total compensation and benefits 2 |
|
|
|
|
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
CHF thousand |
|
|
|
Dr. Heinz O. Baumgartner Chairman of the Board of Directors |
|
175.0 |
|
175.1 |
|
15.0 |
|
43.7 |
|
408.8 |
|
|
|
Dr. Roland Abt Chairman of the Audit Committee |
|
45.0 |
|
50.6 |
|
40.0 |
3 |
12.1 |
|
147.7 |
|
|
|
Dr. Matthias Auer Member of the Audit Committee |
|
45.0 |
|
50.6 |
|
15.0 |
|
9.7 |
|
120.3 |
|
|
|
Inge Delobelle |
|
45.0 |
|
50.6 |
|
0.0 |
|
5.0 |
|
100.6 |
|
|
|
Urs Riedener Chairman of the Human Resources Committee |
|
45.0 |
|
50.6 |
|
30.0 |
|
18.2 |
|
143.8 |
|
|
|
Jacob Schmidheiny |
|
45.0 |
|
50.6 |
|
0.0 |
|
8.8 |
|
104.4 |
|
|
|
Robert F. Spoerry Member of the Human Resources Committee |
|
45.0 |
|
50.6 |
|
15.0 |
|
9.5 |
|
120.1 |
|
|
|
Total |
|
445.0 |
|
478.7 |
|
115.0 |
|
107.0 |
|
1,145.7 |
|
|
1 In total, 719 shares were transferred to members of the Board of Directors in April 2023, at the average share price of CHF 665.63; the transferred shares will remain restricted for a period of four years.
On April 25, 2022, the blocking on a total of 488 shares belonging to members of the Board of Directors at the time, as well as former members, was lifted; these had been transferred in 2018.
2 The total compensation was paid out to members of the Board of Directors in April 2023.
3 The transition from Conzzeta to Bystronic required the Board of Directors to oversee operational processes. To compensate for this additional workload, the Board of Directors had granted its member Dr. Roland Abt an additional fee of CHF 10,000.
Dr. Roland Abt has been Chairman of the Board of Trustees of the Conzzeta Pension Fund since 2022. This function entitles him to a gross annual fee of CHF 15,000, which is not included in the amount disclosed.
4.3 Development of compensation paid to the Board of Directors
The total compensation for the Board of Directors increased by CHF 105,900 in this reporting year compared to the prior year. The increase is attributed to the fact that the Board of Directors includes one additional member as of the 2023/2024 term of office. No adjustments were made to the fees for the Board of Directors during the reporting year.
4.4 Compliance of compensation paid to the Board of Directors
At the Annual General Meeting on April 25, 2023, a maximum amount of CHF 1.40 million was approved for the total compensation and benefits for the Board of Directors for the 2023/2024 term of office; the actual total compensation and benefits of the members of the Board of Directors amounted to CHF 1.25 million (previous year: CHF 1.15 million).
The compensation is in accordance with Swiss law, the provisions of the Articles of Association, and the regulations for the compensation of the Board of Directors.
No loans or credits were granted to members of the Board of Directors or related parties in the reporting year.