VETROPACK HOLDING AG Remuneration
Remuneration
Introduction
The strategy adopted by the Vetropack Group aims to ensure the company's sustainable long- term development, taking account of its stakeholders' interests. Given that Vetropack has strong roots in local markets, specific conditions at individual locations are regarded as highly impor tant. Vetropack's remuneration principles have been drawn up with this in mind; they include a fixed component aligned with local market conditions, and an appropriate variable component related to performance and results.
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Remuneration
Remuneration report
Principles of the remuneration scheme and its components
The Vetropack Group's remuneration scheme is geared to its employees' levels of responsibility and experience, and also to local conditions. Members of the Board of Directors (BoD) receive a fixed cash benefit with no variable components.
Members of the Management Board (MB) receive basic remuneration reflecting their individual responsibility and experience, as well as a variable performance- and results-related component. They are awarded additional non-cash benefits in the form of supplementary pension contribu tions and a company car, which is also available for their private use.
All remuneration is paid in cash; there are no option or share plans.
Organisation and authorities for determining remuneration
The BoD determines the principles underlying its own remuneration scheme and the scheme for the MB at the request of the Nomination and Compensation Committee (NCC). It also sets the re muneration for the BoD and the CEO annually at the request of the NCC.
The NCC consists of three members of the BoD who are elected individually by the Annual Gen eral Assembly each year. The Annual General Assembly of 19 April 2023 elected Claude R. Cornaz, Richard Fritschi and Raffaella Marzi to the NCC; the BoD designated Claude R. Cornaz as Chairman of the NCC. The NCC reports on its discussions and decisions, and propos es any motions, at the next meeting of the entire BoD. The committee met three times during 2023, in February, September and November.
The NCC's main task is to review the remuneration schemes for the BoD and MB on a regular ba sis. The NCC submits remuneration proposals for the members of the BoD and the CEO to the en tire BoD so that the latter can pass the relevant resolutions. The NCC takes independent decisions regarding remuneration for the remaining members of the MB at the request of the CEO. The NCC also submits proposals to the BoD regarding the motions on overall remuneration for the BoD and MB that are to be put forward at the Annual General Assembly.
In addition, the NCC prepares the medium- and long-term human resources planning for mem bers of the BoD and the MB, and submits its proposals to the entire BoD so that the latter can pass the relevant resolutions.
The Annual General Assembly of Vetropack Holding Ltd votes separately on remuneration for the
Board of Directors and the Management Board as follows:
- prospectively, on the maximum total amount of remuneration for the Board of Directors for the period until the next Annual General Assembly (cf. article 27 of the company's Articles of As
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sociation https://www.vetropack.com/en/vetropack/investor-relations/corporate-gover nance/).
- prospectively, on the maximum total amount of remuneration for the Management Board for the fiscal year that follows the Annual General Assembly (cf. article 27 of the Articles of Asso ciation).
Article 28 of the Articles of Association provides for an additional 40% of the amount approved by the Annual General Assembly for members of the Management Board nominated during the remuneration period.
Description of the remuneration components
Board of Directors (BoD)
Members of the BoD receive fixed remuneration in cash, with the Chairman, Vice-Chairman and ordinary members entitled to different amounts based on a graduated scale. The members of the NCC also receive fixed remuneration in cash for their work on the Committee, with the Chairman and ordinary members likewise entitled to different amounts based on a graduated scale. There are no variable components. Remuneration is paid out in 12 monthly instalments.
Management Board (MB)
Members of the MB receive fixed basic remuneration (fixed basic salary), which is commensurate with the level of responsibility involved in their individual function, their experience, and local conditions.
They also receive a variable cash bonus that consists of three elements:
- an individual element, based on the attainment of individually defined performance goals. This bonus component is calculated on the basis of an individually specified percentage of the per sonal fixed basic salary, multiplied by the goal attainment rate.
- a non-financial group element consisting of targets relating to Group performance in the areas of sustainability, markets and people.
- a net result element, calculated on the basis of an individually defined per mille rate of the
Group's consolidated net profit after tax. If the consolidated net profit is lower than 2% of the net revenue, this net result bonus is zero.
When appraising the attainment of individual performance goals, those elements that cannot be quantified are evaluated at the appraiser's discretion.
The target range for the variable remuneration as a whole, i.e. the individual element, the non-fi nancial group element and the net result element together, should be between 25% and 50% of the basic salary.
The total variable remuneration, however, is capped at a maximum of 75% of the base salary and is paid after the Annual Report has been approved by the BoD.
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Remuneration for the Board of Directors (BoD)
Only cash benefits were paid to members of the BoD in 2023. No shares, options, loans, credits, additional fees or remuneration of any other kind were disbursed either to members of the BoD, former members of the BoD, or persons closely associated with them. Furthermore, there are no outstanding credits or loans.
2023 BoD remuneration
Social | ||||
Security | ||||
in CHF | Cash | Contributions | Total | |
BoD | NCC | |||
Claude R. Cornaz, Chairman | 315 800 | 13 333 | 100 295 | 429 428 |
Richard Fritschi, Vice-Chairman | 90 000 | 10 000 | 7 505 | 107 505 |
Sönke Bandixen, Member | 65 000 | - | 3 087 | 68 087 |
Pascal Cornaz, Member | 65 000 | - | 4 878 | 69 878 |
Rudolf W. Fischer, Member | 21 667 | 5 000 | 1 349 | 28 016 |
Urs Kaufmann, Member | 65 000 | - | 4 878 | 69 878 |
Raffaella Marzi, Member | 43 334 | 6 667 | 3 753 | 53 754 |
Diane Nicklas, Member | 65 000 | - | 12 132 | 77 132 |
Jean-Philippe Rochat, Member | 65 000 | - | 3 087 | 68 087 |
Total | 795 801 | 35 000 | 140 965 | 971 766 |
2022 BoD remuneration
Social | ||||
Security | ||||
in CHF | Cash | Contributions | Total | |
BoD | NCC | |||
Claude R. Cornaz, Chairman | 315 800 | 10 000 | 99 634 | 425 434 |
Richard Fritschi, Vice-Chairman | 90 000 | 10 000 | 7 505 | 107 505 |
Sönke Bandixen, Member | 65 000 | - | 4 132 | 69 132 |
Pascal Cornaz, Member | 65 000 | - | 4 878 | 69 878 |
Rudolf W. Fischer, Member | 65 000 | 15 000 | 4 048 | 84 048 |
Urs Kaufmann, Member | 65 000 | - | 4 878 | 69 878 |
Diane Nicklas, Member | 43 334 | - | 8 331 | 51 665 |
Jean-Philippe Rochat, Member | 65 000 | - | 4 729 | 69 729 |
Total | 774 134 | 35 000 | 138 135 | 947 269 |
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Remuneration for the Management Board (MB)
Only cash and non-cash benefits were provided to members of the MB in 2023 . No shares, op tions, loans, credits, additional fees or remuneration of any other kind were disbursed either to members of the MB, former members of the MB, or persons closely associated with them. Further more, there are no outstanding credits or loans.
Pension/ | |||||
Social | |||||
Security | |||||
Basic | Contribu | Non-cash | |||
in CHF | Salary | Bonus | tions | Benefits1 | Total |
2023 MB Remuneration | |||||
Total MB | 2 319 520 | 828 274 | 834 154 | 54 512 | 4 036 460 |
Highest level of remuneration2 | 604 140 | 270 005 | 229 211 | 8 602 | 1 111 958 |
2022 MB Remuneration | |||||
Total MB | 2 331 028 | 925 297 | 825 024 | 56 126 | 4 137 476 |
Highest level of remuneration2 | 607 250 | 329 152 | 228 344 | 8 602 | 1 173 348 |
- Company car for personal use
- Johann Reiter, CEO
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Comparison of remuneration disbursed with remuneration approved
Board of Directors (BoD)
At the Annual General Assembly on 19 April 2023, a vote was held on the total remuneration for the Board of Directors and a maximum amount of CHF 1,000,000.00 was defined.
In accordance with the Articles of Association, remuneration for the Board of Directors is ap proved prospectively for the period until the next ordinary Annual General Assembly. The table below compares the maximum amount of remuneration for the Board of Directors approved by the Annual General Assembly with the amounts actually disbursed in 2023.
in CHF | |
Approved total remuneration for the BoD from 1 May 2023 until 30 April | |
2024 | 1 000 000 |
Remuneration disbursed to the BoD in 2023 | 971 766 |
Management Board (MB)
The maximum amount of the Management Board's total remuneration for the 2023 fiscal year (CHF 5,550,000.00) was approved at the Annual General Assembly held on 20 April 2022. The table below compares the remuneration approved and disbursed in 2023.
in CHF | 2023 |
Approved total remuneration for the Management Board for 2023 | 5 550 000 |
Remuneration disbursed to the Management Board in 2023 | 4 036 460 |
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Participations
As of 31 December the individual members if the Board of Directors and the Management Board held the following number of registered shares A and B of Vetropack Holding AG:
Registered shares | Registered shares | Registered shares | Registered shares | ||
A | B | A | B | ||
2023 | 2023 | 2022 | 2022 | ||
Claude R. Cornaz1 | 48 260 | - | 48 260 | - | |
Richard Fritschi1 | 1 000 | - | 1 000 | - | |
Sönke Bandixen1 | 2 000 | - | 2 000 | - | |
Pascal Cornaz1 | 50 000 | - | 50 000 | - | |
Rudolf Fischer1 | (until 19.04.2023) | - | - | 500 | - |
Urs Kaufmann1 | 2 450 | - | 2 450 | - | |
Jean-Philippe Rochat1 | 500 | - | 500 | - | |
Diane Nicklas1 | - | - | - | - | |
Raffaella Marzi1 | (since 19.04.2023) | - | - | - | - |
Total | 104 210 | - | 104 710 | - | |
Johann Reiter2 | 750 | - | 750 | - | |
David Zak2 | - | - | - | - | |
Nuno Cunha2 | - | - | - | - | |
Johann Eggerth2 | - | - | - | - | |
Stephen Rayment2 | - | - | - | - | |
Guido Stebner2 | - | - | - | - | |
Evan Williams2 | - | - | - | - | |
Total | 750 | - | 750 | - |
- BoD members; position see here
- MB members; position see here
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Mandates
List of external mandates as per 31.12.2023 of the members of the Board of Directors and Man agement Board (CO Art. 734e).
Listed Company | ||
Board of Directors | ||
Claude R. Cornaz | Dätwyler Holding AG | x |
H. Goessler AG | ||
Cornaz AG-Holding | ||
Richard Fritschi | Reinhard Fromm Holding AG | |
Bibus Holding AG | ||
Cornaz AG-Holding | ||
Synbone AG | ||
Schmidlin AG | ||
Schweizerisches Institut für Betriebsökonomie | ||
Congenius AG | ||
SwissExtract AG | ||
Fritschi Management GmbH | ||
Sönke Bandixen | Schweizerische Schifffahrtsgesellschaft Untersee und Rhein AG | |
Urs Kaufmann | SFS Group AG | x |
Huber+Suhner AG | x | |
Müller Martini Holding AG | ||
Bucher Industries AG | x | |
Raffaella Marzi | Sika AG | x |
Diane Nicklas | Hans OETIKER Holding AG | |
Jean-Philippe Rochat | Investissements Fonciers SA | x |
Vaudoise Assurances Holding SA | x | |
Hochdorf Holding AG | x | |
Sagrave Holding Gravier SA | ||
Casino de Montreux SA | ||
Caroz SA | ||
Cofigo SA | ||
Ferragamo (Suisse) SA | ||
Miauton Holding SA | ||
Säuberlin & Pfeiffer SA | ||
Veillon Immobilière SA | ||
VW Volleyball World SA | ||
Kellerhals Carrard Genossenschaft | ||
Management Board |
Board of Directors Chairman | Member of the Board | CEO | Management Board |
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x | |||
x |
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David Zak | Infener AG | x |
Johann Eggerth | Joh. Pengg AG | x |
Pengg Austria GmbH | x | |
AGR Austria Glas Recycling GmbH | x | |
ARA Altstoff Recycling Austria AG | x |
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Vetropack Holding AG published this content on 18 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 05:32:08 UTC.
