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 2010 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 2010 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 2010.

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.

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 2010


in cash

in cash		 Social
security and
pension costs
Special
allowances
Dr. Klaus Oesch, Chairman Audit Committee (Member) Compensation Committee (Member)1)
 261,000 35,000 22,070 – 318,070
Dr. Rudolf Rentsch, Deputy Chairman Audit Committee (Chairman)2)
 28,000 12,500 1,317 – 41,817
Dr. Rudolf W. Hug Compensation Committee (Chairman)2)
 30,000 12,500 1,382 – 43,882
Dr. Hans Kuhn Compensation Committee (Member)2)
 26,000 12,500 2,824 – 41,324
Nick Huber Audit Committee (Member)2)
 20,000 12,500 2,384 – 34,884
Total
 365,000 85,000 29,977 – 479,977
1) The remuneration of Dr. Klaus Oesch corresponds to the total compensation paid to him in 2010. This includes all remuneration for serving as interim CEO of Orell Füssli Holding Ltd, a function which he performed additionally between 1 March 2010 and 30 June 2010.
2) The appointment of a new CEO resulted in an increase in the number of meetings held by the Board of Directors compared with the previous year.

Remuneration of members of the Executive Board

The compensation of members of the Executive Board set out below corresponds to entitlements for the 2010 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 2010


in cash

in cash		 Social
security and
pension costs
Special
allowances
Michel Kunz CEO Orell Füssli Group1)
 241,336 66,667 47,586 13,334 368,923
Other members of the Executive2)
 1,664,217 357,729 260,933 36,580 2,319,459
Total
 1,905,553 424,396 308,519 49,914 2,688,382
1) The remuneration disclosed for CEO Michel Kunz relates to the period from 1 May to 31 December 2010. On an annualised basis Michel Kunz receives the highest compensation paid to a member of the Executive Board. He has been in office as CEO of Orell Füssli Holding Ltd since 1 July 2010. Information on Dr. Klaus Oesch has already been disclosed under the heading of “Remuneration of members of the Board of Directors”.
2) The departure of the CIO in July 2010 and the Head of Human Resources in September 2010 resulted in a reduction in the number of members of the Executive Board. Neither of these positions was refilled in the 2010 financial year.

Compensation for former CEO Sönke Bandixen totalled CHF 428 090. This amount comprises a basic remuneration of CHF 248 800, a variable component of CHF 125 000 and social security contributions of CHF 54 290. This expenditure is not included in the total remuneration of members of the Executive Board.

Share ownership

At 31 December 2010 Nick Huber holds 200 shares and Michel Kunz 265 shares. No other 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.