Compensation 2017
(audited by the external auditor)
With regard to the 2017 equity bonus plan, the Board of Directors has determined that the members of the Executive Board may receive 1/3 of their bonus in the form of shares with a vesting period of three years and at a preferential price of +20% of that part of the bonus they are entitled to receive in shares.
The entitlements for employee shares allocated under the equity participation plan are subject to a three-year vesting period.
The disclosed compensation amounts are for the services rendered in the year under review. Thus, the following tables comprise all compensation claims relating to the 2017 financial year. Compensation that has not yet been disbursed is accrued in the financial year concerned, even when the disbursement is made in the subsequent year.
Compensation of the members of the board of directors for the financial year 2017
in CHF | ||||||||||
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Fixed compensation |
Variable compensation |
Other payments |
Total 2017 |
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in cash |
in cash |
Special allowances |
Social security expenses |
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Dr Anton Bleikolm, Member of the Board of Directors (until 12.05.2017) Chairman (as of 13.05.2017) 1) | 126,185 | – | – | 5,885 | 132,070 | |||||
Heinrich Fischer, Chairman (until 12.05.2017) Compensation Committee (Member) | 62,152 | 3,531 | 65,683 | |||||||
Dr Caren Genthner-Kappesz, Member of the Board of Directors | 55,000 | – | – | – | 55,000 | |||||
Dieter Widmer, Audit Committee (Chairman) | 75,000 | – | – | 5,445 | 80,445 | |||||
Dr Thomas Moser, Compensation Committee (Chairman) | 55,000 | – | – | 3,993 | 58,993 | |||||
Peter Stiefenhofer, Audit Committee (Member) | 60,000 | – | – | 4,356 | 64,356 | |||||
Dr Beat Lüthi, Vice Chairman (as of 13.05.2017) Compensation Committee (Member) | 36,667 | – | – | 2,648 | 39,315 | |||||
Total | 470,004 | – | – | 25,858 | 495,862 | |||||
1) Until 12.05.2017 Member of the Board of Directors. Compensation paid against invoice excl. VAT.
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Compensation of the members of the board of directors for the financial year 2016
in CHF | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fixed Compensation |
Variable compensation |
Other payments |
Total 2016 |
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in cash |
in cash |
Special allowances |
Social security expenses |
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Heinrich Fischer, Chairman Compensation Committee (Member) | 163,336 | – | – | 9,279 | 172,615 | |||||
Dr Caren Genthner-Kappesz (as of 29.04.2016) Member of the Board to Directors | 36,667 | – | – | 2,691 | 39,358 | |||||
Gonpo Tsering, Vice Chairman (until 28.04.2016) Compensation Committee (Chairman) | 15,000 | – | – | 1,101 | 16,101 | |||||
Dieter Widmer, Audit Committee (Chairman) | 70,000 | – | – | 5,137 | 75,137 | |||||
Dr Thomas Moser, Compensation Committee (Chairman) | 51,667 | – | – | 3,791 | 55,458 | |||||
Peter Stiefenhofer, Audit Committee (Member) | 55,000 | – | – | 4,036 | 59,036 | |||||
Dr Anton Bleikolm, Member of the Board of Directors 1) | 51,667 | – | – | – | 51,667 | |||||
Total | 443,337 | – | – | 26,035 | 469,372 | |||||
1) Compensation paid against invoice excl. VAT
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The social security expenses include the mandatory employer’s contributions. No pension fund contributions were made.
Compensation of the members of the executive board for the financial year 2017
in CHF | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fixed compensation |
Short term variable compensation incl. bonus share plan 2) |
Long term variable compensation (vested benefits) |
Other payments |
Social security and penson fund expenses |
Total 2017 |
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in cash (CHF) | in cash (CHF) | in shares (CHF) | in shares (CHF) 3) | |||||||||||
Martin Buyle, CEO Orell Füssli Group 1) | 350,000 | 135,450 | - | 50,672 | 29,275 | 91,621 | 657,018 | |||||||
Other members of the Executive Board 1) | 386,009 | 71,703 | - | - | 43,480 | 99,814 | 601,006 | |||||||
Total | 736,009 | 207,153 | - | 50,672 | 72,755 | 191,435 | 1,258,024 | |||||||
1) The Executive Board consisted of four members as of 31 December 2017 (incl. CEO). The fourth Member of the Executive Board started his work on 01.08.2017.
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2) The short-term variable compensation component is paid out in the following year. With regard to variable compensation components, the members of the Group Management can choose to receive it entirely in cash or 2/3 in cash and 1/3 in shares. No bonus shares were allocated for the financial year 2017.
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3) Valued in accordance with the market price on the day of allocation (01.01.2017) at CHF 124.50.
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Compensation of the members of the executive board for the financial year 2016
in CHF | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fixed compensation |
Short term variable compensation incl. bonus share plan 2) |
Long term variable compensation (vested benefits) |
Other payments |
Social security and pension fund expenses |
Total 2016 |
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in cash (CHF) | in cash (CHF) | in shares (CHF) 3) | in shares (CHF) 4) | |||||||||||
Martin Buyle, CEO Orell Füssli Group 1) | 350,000 | 208,250 | - | 51,072 | 29,633 | 103,539 | 742,494 | |||||||
Other members of the Executive Board 1) | 311,004 | 110,760 | 12,667 | - | 48,976 | 87,268 | 570,675 | |||||||
Total | 661,004 | 319,010 | 12,667 | 51,072 | 78,609 | 190,807 | 1,313,169 | |||||||
1) The Executive Board consisted of three members as of December 12 2016 (incl. CEO)
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2) The short-term variable compensation component is paid out in the following year. With regard to variable componsation components, the members of the Group Management can choose to receive it entirely in cash of 2/3 in cash and 1/3 in shares.
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3) 3-year vesting period, valued in accordance with the market price at the time of allocation (December 2016) at CHF 122.98. The transfer took place on 10.04.2017.
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4) Valued in accordance with the market price on the day of allocation (1.1.2016) at CHF 114.00.
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The social security and pension fund expenses include the mandatory and voluntary employer’s contributions. The pension fund contributions are made jointly by the employer and the employee.
Loans and other payments
The provisions applicable to loans and other payments are set out in article 18i of the articles of incorporation (www.orellfuessli.com/articles_of_incorporation).
In the 2017 and 2016 financial years, no loans were granted to the current or past members of the Board of Directors and the Executive Board. Additionally, no guarantees were given on behalf of the members of these bodies for loans granted by third parties. As of 31 December 2017, no such loan receivables were disclosed on the balance sheet.
Further disclosure
The Orell Füssli Group did not make any other payments to current or previous members of the Board of Directors, the Executive Board or any related parties thereof and did not waive any claims that it had against such persons.