Annual Report 2022

Annual Report 2022

de

6. Board of Directors: remuneration and share ownership in 2022

This section is audited by the external auditor.

The remuneration of the Board of Directors consists solely of a fixed remuneration paid out in the form of cash and non-discounted restricted shares. In 2022, members of the Board of Directors received a total remuneration of TCHF 2,290 (previous year TCHF 2,294). Remuneration for regular Board activities and committee assignments amounted to TCHF 2,100 (previous year TCHF 2,100). The structure of remuneration of the members of the Board of Directors has not changed compared to the previous year.

Please refer to the following table for details pertaining to the remuneration of members of the Board of Directors:

 

 

A. Baehny
Chair

 

E. Zehnder‑Lai
Vice Chair

 

F. Ehrat

 

B. Koch

 

W. Karlen

 

T. Bachmann

 

Total

 

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of the Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued remuneration 1

 

270,000

 

290,000

 

235,000

 

220,000

 

250,000

 

220,000

 

1,485,000

Cash remuneration

 

615,000

 

 

 

 

 

 

 

 

 

 

 

615,000

Expenses

 

15,000

 

15,000

 

15,000

 

15,000

 

15,000

 

15,000

 

90,000

Contributions to social insurance

 

43,042

 

13,790

 

8,969

 

10,849

 

12,137

 

10,849

 

99,636

Total

 

943,042

 

318,790

 

258,969

 

245,849

 

277,137

 

245,849

 

2,289,636

1

Director’s fee booked, but not yet paid as at 31 December. Payment will be made in the first quarter of 2023 in the form of restricted shares of the company with a par value of CHF 0.10 each; 4-year blocking period; valued at fair value at grant date. The portion not paid in shares is used for the payment of social charges and for Swiss withholding taxes for non-Swiss board members.

 

 

CHF

Remuneration of former members of the Board of Directors (none)

 

 

Accrued remuneration

 

 

Cash remuneration

 

 

Expenses

 

 

Contributions to social insurance

 

 

Total

 

 

 

 

A. Baehny
Chair

 

E. Zehnder‑Lai
Vice Chair

 

F. Ehrat

 

B. Koch

 

W. Karlen

 

T. Bachmann 1

 

Total

 

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

 

CHF

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of the Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued remuneration 2

 

270,000

 

269,584

 

235,000

 

220,000

 

241,250

 

155,833

 

1,391,667

Cash remuneration

 

615,000

 

 

 

 

 

 

 

 

 

 

 

615,000

Expenses

 

15,000

 

15,000

 

15,000

 

15,000

 

15,000

 

10,625

 

85,625

Contributions to social insurance

 

43,024

 

13,303

 

11,533

 

11,011

 

11,954

 

8,162

 

98,987

Total

 

943,024

 

297,887

 

261,533

 

246,011

 

268,204

 

174,620

 

2,191,279

1

T. Bachmann has been a member of the Board of Directors since the AGM 2021

2

Director’s fee booked, but not yet paid as at 31 December. Payment was made in the first quarter of 2022 in the form of restricted shares of the company with a par value of CHF 0.10 each; 4-year blocking period; valued at fair value at grant date. The portion not paid in shares was used for the payment of social charges and for Swiss withholding taxes for non-Swiss board members.

 

 

CHF

Remuneration of former members of the Board of Directors (H. Reuter 1)

 

 

Accrued remuneration

 

93,333

Cash remuneration

 

 

Expenses

 

4,375

Contributions to social insurance

 

4,747

Total

 

102,455

1

H. Reuter was a member of the Board of Directors until the AGM 2021

For the period from the 2022 Annual General Meeting to the 2023 Annual General Meeting, the remuneration paid to the Board of Directors is expected to amount to CHF 2,288,612. This is within the limit of CHF 2,350,000 approved by the 2022 Annual General Meeting.

Reconciliation between the reported Board remuneration and the amount approved by the shareholders at the Annual General Meeting

(in CHF)

 

1 1

 

2 2

 

3 3

 

4 4

 

5 5

 

6 6

AGM 2022–AGM 2023

 

2022

 

1 Jan 2022
to 2022 AGM

 

1 Jan 2023
to 2023 AGM

 

2022 AGM
to 2023 AGM

 

AGM 2022

 

AGM 2022

Board of Directors (Total)

 

2,289,636

 

–573,433

 

572,409

 

2,288,612

 

2,350,000

 

97%

AGM 2021–AGM 2022

 

2021

 

1 Jan 2021
to 2021 AGM

 

1 Jan 2022
to 2022 AGM

 

2021 AGM
to 2022 AGM

 

AGM 2021

 

AGM 2021

Board of Directors (Total)

 

2,294,770

 

-572,495

 

573,433

 

2,295,708

 

2,350,000

 

98%

1

Remuneration earned during financial year as reported (A)

2

Less remuneration earned from January to Annual General Meeting of financial year (B)

3

Plus remuneration accrued from January to Annual General Meeting of year following financial year (C)/budget value for 2023

4

Total remuneration earned for the period from Annual General Meeting to Annual General Meeting (A - B + C)

5

Amount approved by shareholders at respective Annual General Meeting

6

Ratio between remuneration earned for the period from Annual General Meeting to Annual General Meeting versus amount approved by shareholders

As of the end of 2022 and 2021, the members of the Board of Directors held the following shares in the company:

 

 

A. Baehny
Chair

 

E. Zehnder‑Lai
Vice Chair

 

F. Ehrat

 

B. Koch

 

W. Karlen

 

T. Bachmann

 

Total

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

114,776

 

2,171

 

4,943

 

1,131

 

691

 

518

 

124,230

Share of voting rights

 

0.32%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.35%

 

 

A. Baehny
Chair

 

E. Zehnder‑Lai
Vice Chair

 

F. Ehrat

 

B. Koch

 

W. Karlen

 

T. Bachmann

 

Total

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholdings Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

114,307

 

1,707

 

4,235

 

752

 

275

 

0

 

121,276

Share of voting rights

 

0.32%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

< 0.1%

 

0.0%

 

0.34%

As of 31 December 2022, and in compliance with the Articles of Incorporation of Geberit AG, there were no outstanding loans or credits between the company and the members of the Board of Directors, closely related parties or former members of the Board of Directors.