5. Board of Directors: remuneration and share ownership in 2014

This section is audited by the external auditor.

In 2014, members of the Board of Directors received a total remuneration of TCHF 995 (previous year TCHF 1,183). Compensation for regular board activities and committee assignments amounted to TCHF 893 (previous year TCHF 1,063). This is equivalent to a 16.0% decrease due to a vacancy on the Board of Directors. The remuneration of the Board of Directors consists solely of a fixed remuneration paid out in the form of non-discounted restricted shares.

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

  A. Baehny
Chairman
2
R. Spoerry
Vice Chairman
H. Reuter F. Ehrat J. Tang-
Jensen
Total
  CHF CHF CHF CHF CHF CHF
2014            
Remuneration of the Board of Directors
Accrued remuneration1 320,000 222,500 150,000 200,000 892,500
Expenses 15,000 15,000 15,000 15,000 60,000
Contributions to social insurance 15,071 10,725 7,431 9,716 42,942
Total 350,071 248,225 172,431 224,716 995,442

 

              CHF
Remuneration of former members of the Board of Directors (J. Song)
Accrued remuneration1 46,250
Expenses             3,750
Contributions to social insurance 6,069
Total             56,069

 

  A. Baehny
Chairman
2
R. Spoerry
Vice Chairman
H. Reuter F. Ehrat J. Song J. Tang-
Jensen
Total
  CHF CHF CHF CHF CHF CHF CHF
2013              
Remuneration of the Board of Directors
Accrued remuneration1 - 320,000 222,500 150,000 170,000 200,000 1,062,500
Expenses - 15,000 15,000 11,250 15,000 15,000 71,250
Contributions to social insurance - 15,071 10,714 7,438 6,066 9,701 48,990
Total - 350,071 248,214 168,688 191,066 224,701 1,182,740

 

              CHF
Remuneration of former members of the Board of Directors (S. Ruoff)
Accrued remuneration1 50,000
Expenses             3,750
Contributions to social insurance 2,469
Total             56,219

1 Directors' fee booked as at December 31. Payment will be made in the first quarter of 2015 in the form of restricted shares paid out in the form of registered shares of the company with a par value of CHF 0.10 each, 4-year blocking period, valued at fair value at grant date of CHF 281.95 (previous year CHF 231.20). The part not paid in shares is used for the payment of social charges and for Swiss withholding taxes for non Swiss board members.
2 The remuneration of A. Baehny as Chairman of the Board is compensated with his total CEO remuneration.

 

As of the end of 2014 and 2013, members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
R. Spoerry
Vice Chairman
H. Reuter F. Ehrat J. Tang-
Jensen
Total
2014            
Shareholdings Board of Directors
Shares see Group
Executive Board
7,606 6,336 706 1,284 15,932
Percentage voting rights shares   < 0.1% < 0.1% < 0.1% < 0.1% < 0.1%

 

  A. Baehny
Chairman
R. Spoerry
Vice Chairman
H. Reuter F. Ehrat J. Song J. Tang-
Jensen
Total
2013              
Shareholdings Board of Directors
Shares see Group
Executive Board
6,355 5,584 200 448 749 13,336
Percentage voting rights shares   < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1%

 

As of December 31, 2014, there were no outstanding loans or credits between the company and members of the Board of Directors, closely related parties or former members of the Board of Directors.