The CNC recommends guidelines for the compensation of the members
of the Board of Directors, the CEO and the Executive Committee, and submits these recommendations to the Board of Directors for
The CNC provides an overall package for near- and long-term compensation,
including variable compensation, that (1) is designed to attract, motivate and retain person with the necessary skills and character,
(2) is consistent with market conditions, and in the case of variable compensation, consistent with the Company’s and individual’s
performance, and (3) aligns the interests of the members of the Board of Directors and the Executive Committee with the interests
of the Company. The CNC also periodically reviews the Company’s compensation policies for its employees who are not members
of the Executive Committee.
The CNC meets at least four times a year and informs the Board
of Directors of its recommendation and resolutions after each meeting.
Approval of Compensation by the Annual
Swiss law requires a binding approval of the maximum compensation
for the Board and the EM. Each year, the Annual Shareholders' Meeting separately approves the total maximum amounts proposed by
the Board of Directors pursuant to Articles 32 and 33 of the Articles of Association for:
a) the non-performance-related
compensation of the Board of Directors for the next term of office;
b) a possible additional
compensation of the Board of Directors for the preceding business year;
c) the non-performance-related compensation of the Executive
Committee for the 12-month period starting on 1 July following the Ordinary Annual Shareholders' Meeting;
d) the variable compensation
for the Executive Committee for the current year;
e) the grant of options
or shares in the Company to the Board of Directors and the Executive Committee.
The respective total compensation amounts include social security
and occupational pension contributions for the benefit of the members of the Board of Directors, the Executive Committee and the
If the Annual Shareholders' Meeting refuses to approve a respective
motion by the Board of Directors, the Board of Directors may either submit a new motion at the same meeting or determine a maximum
total remuneration or several maximum partial remunerations, subject to the relevant principles of the compensation, or submit
a new motion to the next Annual Shareholders' Meeting for approval. The Company may pay remunerations within the framework of the
maximum total or partial remuneration and subject to the approval by the Annual Shareholders' Meeting.