Remuneration Report

The report complies with the provisions of the Ordinance of 1 January 2014 against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) and associated provisions of the Swiss Code of Obligations. The basic principles of ERCO are anchored in the Articles of Association of HOCHDORF Holding Ltd (Art. 19 and Art. 23).

Guidelines

HOCHDORF places great importance on recruiting, engaging, motivating, and developing well-qualified employees at all levels. This is particularly important when it comes to staffing those positions that have a significant bearing on the management of the company. On the one hand, compensation should create incentives that promote the long-term development of the company and increase its value. Furthermore, the system of remuneration should be appropriate and in line with the market in order to be able to recruit qualified employees. All remuneration is paid in cash.

There are no share or option plans or similar shareholding programmes at HOCHDORF.

System of remuneration

Board of Directors

The remuneration for the members of the Board of Directors is based on function and committee work. HOCHDORF Holding Ltd pays the legally required pension and social contributions; the members of the Board of Directors also receive an annual lump-sum expense allowance. The members of the Board of Directors do not receive a variable and performance-related expense allowance. The members of the Board of Directors are not covered by the pension fund. Details are shown in the table "Remuneration of the Board of Directors". The remuneration of the Board of Directors is paid in two to four tranches at the end of each quarter. In the event of premature resignation from the Board of Directors, the compensation is calculated pro rata temporis.

Group Management

The remuneration of the members of the Group Management consists of a fixed monthly base salary and a performance-based variable remuneration. Both are paid out in cash. The variable remuneration results from the achievement of certain performance targets, which consist of financial targets (EBITDA, free cash flow at Group level) as well as qualitative targets. There is an upper limit to the variable remuneration for all members of Group Management that amounts to a maximum of 25% of the fixed compensation. The Board of Directors determines the respective targets as well as the degree of target achievement on the recommendation of the Personnel and Remuneration Committee.

Employment agreements are concluded for an indefinite period of time with a notice period of six months for members of Group Management.

Jurisdiction and procedure for defining remuneration

Competencies

The Board of Directors decides on all compensation-related issues within the compensation framework approved by the General Assembly, in each case at the proposal of the Personnel and Remuneration Committee.

The Personnel and Remuneration Committee shall be composed of at least two members of the Board of Directors. The members are elected by the Annual General Meeting for a term of one year, until the conclusion of the next ordinary Annual General Meeting. The Board of Directors shall appoint the Chair.

The Personnel and Remuneration Committee assists the Board of Directors in setting and reviewing the remuneration policy and guidelines, the performance targets and in preparing the proposals for the attention of the General Meeting regarding the total amounts of remuneration of the members of the Board of Directors and the Group Management. The Chair may invite the CEO and the Head of Human Resources to the meetings as necessary. In the 2020 business year, the Personnel and Remuneration Committee met 12 times; the minutes are available to the Board of Directors.

Competencies and responsibilities of the PRC are defined in the Articles of Association and are regulated in detail in a special set of regulations. The competencies with regard to remuneration are shown in the following table:

Topic Recommendation by Approval by
Maximum total amount of remuneration to be paid to the Board of Directors Board of Directors Annual General Meeting
Maximum total amount of remuneration to be paid to Group Management Board of Directors Annual General Meeting
Individual remuneration of the members of the Board of Directors Personnel and Remuneration Committee Board of Directors
Fixed remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors
Variable remuneration paid to Group Management (subsequent year) Personnel and Remuneration Committee Board of Directors
Remuneration Report Personnel and Remuneration Committee Board of Directors

The approval by the Board of Directors is subject to the approval of the Annual General Meeting, which votes separately on maximum remuneration and consultatively on the remuneration report each year.

Approval model for the 2021 Annual General Meeting

Shareholders will vote on the following remuneration components at the 2021 Annual General Meeting:

  • Board of Directors: Maximum total amount of the fixed remuneration for the period from the 2021 AGM to the AGM 2022
  • Group management: Maximum total amount of the fixed and variable remuneration for the current business year 2021

Remuneration of the Board of Directors

Business year 2020

Remuneration is reported according to the amounts actually paid out in 2020 or, in 2019, according to the amounts paid out and approved.

CHFRole / committeesRemunerationExpensesSocial contributions 120202019 2 According to the decision of AGM 20202019 2 According to the proposal to the AGM 2020

Jürg Oleas
Start date: 30.06.2020

Chair, Board of Directors
Member PRC
Member AC
Member MSC
71,028 2,500 5,509 79,037
Andreas Herzog
Start date: 30.06.2020
Vice Chair, Board of Directors
Chair AC
51,802 2,5004,01858,321
Jean-Philippe Rochat
Start date: 30.06.2020
Chair PRC
Member AC
47,530 2,5003,687 53,717
Ralph Siegl
Start date: 30.06.2020
Chair MSC
Member PRC
47,500 2,500 3,669 53,669
Markus Bühlmann
Start date: 12.04.2019
Member MSC37,383 2,5002,90042,783 348,246 48,246
Bernhard Merki
End date: 30.06.2020
Chair MSC
Member PRC
0 3123,724182,244
Jörg Riboni
End date: 30.06.2020
Vice Chair, Board of Directors
Member PRC
Chair AC
0 3108,338182,588
Markus Kalberer
End date: 30.06.2020
Member AC0 371,196 83,196
Dr Walter Locher
End date: 30.06.2020
Chair PRC
Member AC
0 3118,506 118,506
Dr Daniel Suter
End date: 12.04.2019
Chair Board of Directors
Member AC
0 49,782 49,782
Dr Anton von Weissenfluh
End date: 12.04.2019
Vice Chair, Board of Directors
Chair PRC
027,228 27,228
Michiel de Ruiter
End date: 30.09.2019
Chair MSC0 59,260 59,260
Ulrike Sailer
End date: 30.09.2019
Member MSC0 57,538 57,538
Niklaus Sauter
End date: 12.04.2019
Chair AC
Member PRC
0 28,066 28,066

Prof. Dr Holger Karl-Herbert Till

End date: 12.04.2019

Member MSC0 22,376 22,376
Reimbursement still to be allocated in accordance with AGM resolution 2019 2 0 14,260 0
Total255,244 12,500 19,783 287,527700,000859,010

AC = Audit Committee; PCC = Personnel and Compensation Committee MSC = Market and Strategy Committee

  1. Social contributions include employer contributions
  2. CHF 859,010 including special expenses were reported in the 2019 Remuneration Report. The Annual General Meeting did not approve the motion to approve the amount of an additional CHF 159,010. Therefore, the remuneration actually paid out is additionaly shown here at CHF 700,000 and not the amount detailed in the 2019 Remuneration Report
  3. Payment for the period from 1.1.2020 to the General Meeting 2020 still open

Comparison of the remuneration paid out with the amount approved by the AGM

For the completed term of office from AGM 2019 to AGM 2020, a total amount CHF 700,000 was approved by the AGM of 12 April 2019.

Period Amount paid out
(in CHF)
Amount approved
(in CHF)
AGM 2019 (14.04.2019) – 31.12.2019 489,502
01.01.2020 – AGM 2020 (30.06.2020) 0At disposal: 210,498
Total 489,502

700,000
Used: 71%

The remuneration paid to the members of the Board of Directors for the past term of office from the AGM 2019 to the AGM 2020 is 71% of the approved amount and thus within the limit. However, not all remuneration for the period 1 January 2020 to AGM 2020 had been paid as at 31 December 2020.

For the current term of office from AGM 2020 to AGM 2021, a total amount of CHF 600,000 was approved by the AGM of 30 June 2020. As of 31.12.2020, 48% of this amount had been used.

Period Amount paid out
(in CHF)
Amount approved
(in CHF)
AGM 2020 (30.06.2020) – 31.12.2020 287,527
01.01.2021 – AGM 2021 0At disposal: 312,473
Total 287,527

600,000
Used: 48%

Request to the AGM 2021

Approval of the total sum of the fixed remuneration for the Board of Directors to a maximum of CHF 600,000 for the period from the AGM 2021 to the AGM 2022.

Remuneration of the CEO and Group Management

The variable remuneration (bonus) of the Group Management is reported on an accrual basis at the end of the year, as the performance-related salary components are only paid out in the following year. In the case of a premature resignation or new appointments, the remuneration is included pro rata temporis up to the time of the resignation or the assumption of the corresponding function.

In CHFBasic salary 1Variable remuneration 2Social contributions, including employee pension 3Other contributions 4Total
Remuneration to Group Management 2020
Group Management Total1,213,586 149,819249,76678,1331,691,304
Thereof highest remuneration 5434,000 102,944140,589 24,000 701,533
 
Remuneration to Group Management 2019
Group Management Total1,533,042100,000353,809117,0002,103,851
Thereof highest remuneration 6456,0040118,29621,000595,300
  1. Monthly salary, 13th monthly salary payment, flat-rate amount for entertainment expenses, including employee contributions
  2. No variable remuneration paid as a result of negative results in 2019. The amount listed here is a special payment to Dr Peter Pfeilschifter for the additional role he assumed as interim CEO
  3. Pension and social contributions include employer contributions to social insurance schemes and pension funds
  4. Private shares for company vehicles, vehicle payments, company loyalty gifts
  5. Dr Peter Pfeilschifter, CEO
  6. The remuneration for the CEO 2019 only shows the remuneration for the previous CEO Dr Thomas Eisenring as the highest paid. The remuneration for Dr Peter Pfeilschifter as interim CEO is fully included in the total Group Management cost

The Group Management was reduced to three in 2020 (previous year: 6) and changed as follows:

Jürgen Brandt: interim CFO, in post until 29 June 2020
Nanette Haubensak: CFO, in post from 29 June 2020
Christoph Peternell:COO, in post until 30 June 2020
Géza Somogyi: COO, in post from 1 July 2020
Frank Hoogland: Managing Director Baby Care, in post until 31 March 2020

Comparison of the reported remuneration with the amount approved by the Annual General Meeting

For the 2020 reporting year, a total amount of CHF 2,000,000 was approved by the Annual General Meeting on 30 June 2020 for the 2020 business year. This total amount will be exceeded.

Request to the AGM 2021

Approval of the total sum of the fixed and variable remuneration for the Group Management to a maximum of CHF 2,000,000 for the 2021 business year.

Change-of-control clauses

The employment agreements for the members of Group Management do not include any change-of-control clauses. There are no systems for severance payments. None were paid out in the reporting year.

Payments to former members of Group Management and the Board of Directors

The personnel changes in the Board of Directors and Group Management in the reporting period are listed above. The remuneration owed to former members of the Board of Directors and the Group Management in the reporting period has been accrued accordingly.

Benefits

No additional benefits were paid to members of the Board of Directors or the Group Management or related persons or to former members of governing bodies.

Loans and credits

No loans or credits were granted or paid out to related persons or members of governing bodies by HOCHDORF Holding or other group companies. Furthermore, no loans or credits are outstanding.

Shareholdings

As at 31 December, the individual members of the Board of Directors and Group Management (including related persons) held the following number of shares in the company:

Board of Directors31.12.202031.12.2019
Jürg OleasChair; as of 30.06.20200n. a.
Andreas HerzogVice Chair; as of 30.06.20200n. a.
Ralph Sieglas of 30.06.2020100n. a.
Markus Bühlmannas of 12.04.201900
Jean-Philippe Rochatas of 30.06.20200n. a.
Bernhard MerkiChair; until 30.06.2020n. a.5
Jörg RiboniVice Chair; until 30.06.2020n. a.0
Markus Kalbereruntil 30.06.2020n. a.10
Dr Walter Locheruntil 30.06.2020n. a.1,713
Total1001,728
Group Management 31.12.2020 31.12.2019
Dr Peter Pfeilschifter CEO; Managing Director Dairy Ingredients; as of 01.01.2020 257 257
Frank Hoogland Managing Director Baby Care, until 21.03.2020 n. a. 482
Jürgen Brandt CFO; until 31.07.2020 n. a. 0
Nanette Haubensak CFO; as of 29.06.2020 0 n. a.
Christoph Peternell COO; until 30.06.2020 n. a. 658
Géza Somogyi COO; as of 01.07.2020 0 n. a.
Total Group Management   257 1,397

 

Total Board of Directors and Group Management 357 3,125
as % of total number of shares 0.02% 0.18%