1. Responsibilities and procedures for determining compensation
1.1 Responsibilities of the annual general meeting
In accordance with the articles of association, the Board of Directors will, on a yearly basis, submit a binding proposal to the annual general meeting for the total remuneration to be paid to the members of the Board of Directors and the total fixed remuneration (basic salary and employer’s contributions to the management pension plan) to be paid to Group Management for the current financial year.
Furthermore, the total variable remuneration to be paid to Group Management and, where applicable, the Board of Directors for the past financial year annual is subject to the binding approval of the annual general meeting.
Accordingly, the annual general meeting of 17 April 2015 will vote on the total remuneration to be paid to the Board of Directors and the total fixed remuneration to be paid to Group Management for the 2015 financial year and the total variable remuneration to be paid to Group Management for the 2014 financial year.
If the annual general meeting refuses to approve individual components of remuneration, the Board of Directors may submit a new proposal or convene a new general meeting.
1.2 Responsibilities of the Board of Directors
The Board of Directors will submit yearly to the annual general meeting a compensation report detailing the remuneration paid to the Board of Directors and Group Management in the past year.
1.3 Responsibilities of the Nomination and Compensation Committee
The Nomination and Compensation Committee is responsible for designing, implementing and monitoring the compensation system for the members of the Board of Directors and Group Management by means of internal benchmarking, as well as for all employees (salary policy). This was done without calling on the services of any external consultants. Once a year, the Nomination and Compensation Committee will prepare all the background information required by the Board of Directors as a basis for its decisions and will also draft the proposals to be submitted to the annual general meeting.
The annual general meeting of 28 March 2014 appointed Dr. Thomas Lustenberger (Chairman) and Dr. Ralph-Thomas Honegger (member) to the Nomination and Compensation Committee.