5. remuneration of members of the board of directors and the executive board
The Transparency Statute of the Swiss Federal Code of Obligations (SCO) came into effect on 1 January 2007, by virtue of which all listed companies are obliged to make additional disclosures of compensation to directors and officers under articles 663bbis und 663c, para. 3.
The information provided in this section conforms to the requirements of the SCO, although the consolidated financial statements have been drawn up in conformity with IFRS. Since the Orell Füssli Group has no equity-based compensation to disclose in compliance with IFRS 2, there are no valuation differences in the presentation.
Basic principles
Authority to stipulate remuneration for the members of the Board of Directors lies with the Board of Directors, while the Compensation Committee stipulates the salaries of the members of the Executive Board.
The Orell Füssli Group has neither a share nor an option allocation scheme for members of the Board of Directors and the Executive Board. Remuneration of the Board of Directors and the Executive Board consists of a fixed and a variable component. The variable compensation component for the Board of Directors is based on the dividend paid, while the variable compensation component for the Executive Board is based on a preset formula which takes into account EBIT and the achievement of individually specified annual targets.
With the exception of contributions to the pension fund, the upper limit of CHF 821,000 being defined by occupational pension’s legislation, the Orell Füssli Group does not provide any specific pension funds for members of the Board of Directors and the Executive Board.
The remuneration stated refers to compensation made in respect to the appropriate reporting period. The tables below therefore contain in full all entitlements to payments in respect of the 2009 financial year.
Loans and other payments
No loans were granted to current or former members of the Board of Directors and the Executive Board in the 2009 financial year, nor were any guarantees assumed for loans granted to directors and officers by third parties. The balance sheet contains no claims of this nature arising from loans as of 31 December 2009.
The Orell Füssli Group made no payments to current or former members of the Board of Directors, the Executive Board or related parties other than those listed in the tables below, and did not waive any claims against such persons.
Share ownership
As of 26 February 2010, no members of the Board of Directors or the Executive Board or related parties are listed in the share register of Orell Füssli Holding Ltd. Dr. Hans Kuhn is an Executive Vice President of the SNB Swiss National Bank Ltd., which holds 653,460 shares of Orell Füssli Holding Ltd. Balthasar Meier is Chairman of the Board of Directors of a finance company which holds 12,600 shares of Orell Füssli Holding Ltd.
Remuneration of members of the Board of Directors
Compensation for non-executive directors always applies to a period of office. Provision is made in the relevant financial year for all compensation, even if these are not disbursed until the following year.
remuneration of members of the board of directors
in CHF | |||||||||||
| Basic remuneration | Variable remuneration | Other payments | Total 2009 | ||||||||
in cash | in cash | Social security and pension costs | Special allowances | ||||||||
Dr. Klaus Oesch, Chairman Audit Committee (Member) Compensation Committee (Member) | 201,000 | 63,813 | 23,452 | – | 288,265 | ||||||
Dr. Rudolf Rentsch, Deputy Chairman Audit Committee (Chairman) | 30,000 | 12,500 | 3,139 | – | 45,639 | ||||||
Dr. Rudolf W. Hug Compensation Committee (Chairman) | 22,000 | 12,500 | 1,130 | – | 35,630 | ||||||
Dr. Hans Kuhn Compensation Committee (Member) | 22,000 | 12,500 | 2,548 | – | 37,048 | ||||||
Balthasar Meier Audit Committee (Member) | 24,000 | 12,500 | 2,696 | – | 39,196 | ||||||
Total | 299,000 | 113,813 | 32,965 | – | 445,778 | ||||||
Remuneration of members of the Executive Board
The compensation of members of the Executive Board set out below corresponds to entitlements for the 2008 reporting period. Provision is made in the relevant financial year for all compensation, even if these are not disbursed until the following year.
remuneration of members of the executive board
in CHF | |||||||||||
| Basic remuneration | Variable remuneration | Other payments | Total 2009 | ||||||||
in cash | in cash | Social security and pension costs | Special allowances | ||||||||
Sönke Bandixen CEO Orell Füssli Group | 373,200 | 89,856 | 72,696 | 8,549 | 544,301 | ||||||
Other members of the Executive | 1,845,111 | 280,590 | 301,686 | 35,275 | 2,462,662 | ||||||
Total | 2,218,311 | 370,446 | 374,382 | 43,824 | 3,006,963 | ||||||