VETROPACK HOLDING AG Remuneration Report
Remuneration Report
Board of Director's (BoD) Remuneration | 156 |
Management Board's (MB) Remuneration | 157 |
Comparison of Remuneration disbursed with the 158
Remuneration approved by the 2020 and | |
2021 Annual General Assembly | |
Shareholdings | 158 |
Report of the statutory auditor on | 159 |
the remuneration report |
Vetropack Integrated Annual Report 2021 | Remuneration Report | 152 |
Introduction
The strategy adopted by Vetropack Group is aimed at ensuring the company's sustainable long- term development, taking into account the interests of its stakeholders. Since Vetropack is firmly rooted in local markets, a high degree of importance is attached to the specific conditions at indi vidual locations. 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, which is performance- and results-related.
Principles of the Remuneration Scheme and its Components
Vetropack Group's remuneration scheme is geared towards its employees' level of responsibility and experience as well as 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 also awarded non-cash benefits in the form of supplementary pension contributions and a company car, which is also available for their private use.
All remuneration is paid in cash, there are no share or option plans.
Organisation and Authorities for Deter
mining Remuneration
The BoD determines the principles underlying its own remuneration scheme as well as that of the MB at the request of the Nomination and Compensation Committee (NCC). It sets also the annual remuneration 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 21 April 2021 elected
Claude R. Cornaz, Richard Fritschi and Rudolf Fischer to the NCC, with the latter being elected its Chairman by the BoD. The NCC reports on its discussions and decisions and proposes any mo tions at the next meeting of the entire BoD. The committee met three times in 2021, in March, July and November.
Vetropack Integrated Annual Report 2021 | Remuneration Report | 153 |
The main task of the NCC is to regularly check the BoD's and MB's remuneration schemes. The NCC recommends remuneration proposals for the members of the BoD and the CEO to the entire BoD for resolution. The committee takes independent decisions regarding the remuneration of the remaining members of the MB at the request of the CEO. The NCC also puts to the BoD the mo tions relating to overall remuneration for the BoD and MB that are to be proposed at the Annual General Assembly.
It also prepares the medium- and long-term human resources planning for the members of the BoD and the MB and submits its proposals to the entire BoD for resolution.
The Annual General Assembly of Vetropack Holding Ltd votes separately on the remuneration of 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 (cp. article 27 of the company's articles of in corporationhttps://www.vetropack.com/en/vetropack/investor-relations/corporate-governance/).
- prospectively on the maximum total amount of remuneration for the Management Board for the fiscal year that follows the Annual General Assembly (cp. article 27 of the articles of incorpo ration).
Article 28 of the articles of incorporation 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 Compo
nents
Board of Directors
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
Members of the MB receive fixed basic remuneration (fixed basic salary), which is commensurate to the level of responsibility they have in their individual role, their experience and local condi tions.
Vetropack Integrated Annual Report 2021 | Remuneration Report | 154 |
They also receive a variable cash bonus that consists of two parts:
- an individual bonus, based on the achievement of individually defined performance goals. This bonus component is calculated based on an individually specified percentage of the personal fixed basic salary, multiplied by the target attainment rate.
-
a net result bonus, 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 extent to which individual performance goals have been achieved, the ele ments that cannot be quantified are evaluated at the appraiser's discretion.
The target value for the variable component as a whole, i.e. the individual bonus and net result bonus together, is between 25% and 50% of the basic salary.
It is limited to a maximum of 75% of the basic salary and is paid out in April of the following year after the Annual Report has been approved by the BoD.
Vetropack Integrated Annual Report 2021 | Remuneration Report | 155 |
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Vetropack Holding AG published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2022 05:39:03 UTC.
