Remuneration awarded for 2021 and 2020
Remuneration awarded to the Board of Directors for 2021 and 2020
Comments to the remuneration tables of the members of the Board of Directors
In 2021, the Board of Directors consisted of six members. The total remuneration awarded to the Board of Directors (including the Chairwoman) amounts to CHF 1.4 million and is within the amount of CHF 1.9 million approved at the Annual General Meeting in 2020. It corresponds to a decrease of 12.9% compared to the previous year, which is due to the composition of the Board (six members in 2021 compared to seven members in 2020). The compensation system remained unchanged compared to previous year.
Remuneration awarded to the CEO and the members of the Corporate Executive Committee for 2021 and 2020
Comments to the remuneration tables of the members of the Corporate Executive Committee
In 2021, Marc Werner, CEO, was the member of the Corporate Executive Committee with the highest remuneration.
The remuneration awarded to the CEO in the year 2021 and the Corporate Executive Committee amounts to CHF 5.6 million and is within the amount of CHF 6.3 million approved at the Annual General Meeting in 2020. It is an increase compared to previous year, for the following reasons:
- The aggregated amount of base salaries was higher compared with the previous year. This is due to the new composition of the Corporate Executive Committee (six members in 2021 compared to five members in 2020). The compensation of the CEO corresponds to a full year in 2021, versus nine months in 2020. The individual base salaries of the members of the Corporate Executive Committee were not increased in the reporting year.
- Given the oustanding performance of Galenica in 2021, the payout under the STI was significantly higher than in 2020, almost reaching the maximum payout of 200% planned under the STI programme. Additional details are provided in the section Performance in 2021 below.
- The LTI grant value increased compared to the previous year. This is due to the different composition of the Corporate Executive Committee and the full-year compensation of the CEO (compared to nine months in previous year). The grant size of the individual Corporate Executive Committee members remained unchanged compared to previous year.
- The variable compensation in the year 2021 amounted to 151% of the annual base salary for the CEO (previous year: 109%) and ranged between 106% and 127% of the annual base salary for the other members of the Corporate Executive Committee (previous year: 61% to 75%).
Performance in 2021
The Galenica Group generated consolidated net sales of CHF 3,834.7 million, representing strong growth of 10.2% compared to the previous year.
The adjusted¹ operating result (EBIT), i.e. excluding the effects of the accounting standards IFRS 16 (leasing) and IAS 19 (employee benefits), grew by 26.4% to CHF 213.1 million. The main drivers were additional sales in connection with COVID-19 with a positive EBIT effect of an estimated CHF 25 million as well as the gain of CHF 9.4 million from the sale of the property at the Galenica headquarters in Berne.
The adjusted¹ return on sales (ROS) also increased year-on-year from 4.8% to 5.6%. Net profit was slightly below the previous year's level at CHF 168.2 million (-2.6%, previous year: CHF 172.7 million) due to an extraordinary IAS 19 book profit in the 2020 business year. Adjusted¹ net profit also showed strong growth and amounted to CHF 174.8 million (+26.7%).
1) See section Alternative performance measures in the Annual report 2021.
Remuneration of the members of the Board of Directors in 2021
|
|
Board fees |
Number of shares |
||||
|
Net payments in thousand CHF |
Fees in cash |
Equivalent in shares 1) |
Other remuneration 2) |
Total |
Held as at 31.12.2021 3) |
Allocated for 2021 |
|
Daniela Bosshardt, Chairwomen |
175 |
233 |
22 |
431 |
22,131 |
3,564 |
|
Pascale Bruderer |
62 |
82 |
8 4) |
153 |
1,703 |
1,260 |
|
Michel Burnier |
60 |
80 |
6 |
146 |
8,265 |
1,222 |
|
Bertrand Jungo |
– |
215 |
11 5) |
226 |
4,964 |
3,284 |
|
Markus R. Neuhaus |
82 |
109 |
11 |
202 |
7,416 |
1,668 |
|
Philippe Nussbaumer (until 12 May 2021) |
– |
60 |
3 |
63 |
– |
916 |
|
Andreas Walde |
75 |
100 |
10 |
185 |
11,982 |
1,527 |
|
Remuneration of the members of the Board of Directors 6) |
454 |
880 |
72 |
1,406 |
56,461 |
13,441 |
|
Maximum amount according to AGM resolution |
1,900 |
|
|
|||
1) The amounts include the calculated discount of 25 %, granted due to the five-year blocking period
2) Other remuneration corresponds to the social security charges due from the member of the Board of Directors but paid by Galenica. Employer’s contributions to social security charges for 2021 amounted to CHF 72,000 (not included in the above amount)
3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above
4) The employer’s contributions to the pension fund as well as the employee’s contributions were paid by Pascale Bruderer
5) The employer’s contributions to the pension fund as well as the employee’s contributions were paid by Bertrand Jungo
6) See chapter Board of Directors of the Corporate Governance section for roles and membership of committees
Remuneration of the members of the Board of Directors in 2020
|
|
Board fees |
Number of shares |
||||
|
Net payments in thousand CHF |
Fees in cash |
Equivalent in shares 1) |
Other remuneration 2) |
Total |
Held as at 31.12.2020 3) |
Allocated for 2020 |
|
Daniela Bosshardt, Chairwomen |
– |
467 |
22 |
489 |
14,185 |
7,946 |
|
Pascale Bruderer (from 20 May 2020) |
– |
100 |
5 4) |
105 |
– |
1,703 |
|
Michel Burnier |
60 |
80 |
6 |
146 |
6,903 |
1,362 |
|
Fritz Hirsbrunner (until 19 May 2020) |
– |
80 |
3 |
83 |
– |
1,362 |
|
Bertrand Jungo |
88 |
117 |
12 5) |
217 |
2,963 |
2,001 |
|
Markus R. Neuhaus |
– |
211 |
11 |
222 |
3,812 |
3,604 |
|
Philippe Nussbaumer |
– |
160 |
8 |
168 |
10,269 |
2,724 |
|
Andreas Walde |
75 |
100 |
10 |
185 |
10,279 |
1,703 |
|
Remuneration of the members of the Board of Directors 6) |
223 |
1,315 |
77 |
1,615 |
48,411 |
22,405 |
|
Maximum amount according to AGM resolution |
1,900 |
|
|
|||
1) The amounts include the calculated discount of 25 %, granted due to the five-year blocking period
2) Other remuneration corresponds to the social security charges due from the member of the Board of Directors but paid by Galenica. Employer’s contributions to social security charges for 2020 amounted to CHF 77,000 (not included in the above amount)
3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above
4) The employer’s contributions to the pension fund as well as the employee’s contributions were paid by Pascale Bruderer
5) The employer’s contributions to the pension fund as well as the employee’s contributions were paid by Bertrand Jungo
6) See chapter Board of Directors of the Corporate Governance section for roles and membership of committees
Remuneration of the members of the Corporate Executive Committee in 2021
|
Gross payments in thousand CHF |
Total |
of which Marc Werner, CEO |
|
Base salary |
2,178 |
500 |
|
Short-term bonus in cash (STI) 1) |
1,234 |
329 |
|
Short-term bonus in shares (STI) 2) |
774 |
207 |
|
Long-term incentive (LTI) 3) |
621 |
219 |
|
Contributions to pension funds |
374 |
92 |
|
Other remuneration 4) |
48 |
18 |
|
Remuneration awarded |
5,228 |
1,365 |
|
Social security costs |
381 |
95 |
|
Remuneration of the members of the Corporate Executive Committee |
5,609 |
1,460 |
|
Maximum amount according to AGM resolution |
6,300 |
|
Six members in 2021
1) The short-term bonus for the reporting year, which is paid out in the following year
2) The amounts include the calculated discount of 25%, granted due to the five-year blocking period
3) Performance share units falling due after three years are included with the fair value at allocation based on the estimated target achievement
4) Including private use of company car
Remuneration of the members of the Corporate Executive Committee in 2020
|
Gross payments in thousand CHF |
Total |
of which Marc Werner, CEO (as of 1 April 2020) |
|
Base salary |
1,855 |
375 |
|
Short-term bonus in cash (STI) 1) |
449 |
106 |
|
Short-term bonus in shares (STI) 2) |
282 |
67 |
|
Long-term incentive (LTI) 3) |
700 |
236 |
|
Contributions to pension funds |
328 |
69 |
|
Other remuneration 4) |
48 |
16 |
|
Remuneration awarded 5) |
3,662 |
869 |
|
Social security costs |
276 |
64 |
|
Remuneration of the members of the Corporate Executive Committee 5) |
3,938 |
933 |
|
Maximum amount according to AGM resolution |
6,000 |
|
Five members in 2020
1) The short-term bonus for the reporting year, which is paid out in the following year
2) The amounts include the calculated discount of 25%, granted due to the five-year blocking period
3) Performance share units falling due after three years are included with the fair value at allocation based on the estimated target achievement
4) Including private use of company car
5) Including remuneration of Jean-Claude Clémençon until 31 March 2020 (stepped down from the Corporate Executive Committee as CEO effective 31 March 2020) and of Christoph Amstutz until 31 August 2020 (stepped down from the Corporate Executive Committee as Head of the Services Business sector effective 31 August 2020). Jean-Claude Clémençon and Christoph Amstutz received a total of CHF 411,000 after their respective exits from the Corporate Executive Committee. This amount is not included in the disclosed amount
Short term incentive (STI)
In 2021, a GEP of CHF 73.0 million corresponding to an increase of 66.3% compared to the previous year (without the one-off gain from the property sale of the headquarters) was achieved (see Value based management section, under Alternative performance measures in the Annual report 2021). This represents a payout factor of 220% for the financial year 2021 for the portion of the STI payout based on GEP performance.
The Group annual net sales growth achieved was 10.2%, corresponding to a payout factor of 220% for that portion of the STI.
Individual performance is measured using 3 qualitative and quantitative personal objectives specifically defined for each Corporate Executive Committee member. The average personal payout factor for the members of the Corporate Executive Committee is 111%.
Consequently, the overall STI percentage amounts to 193.6% for the CEO and ranges from 190.0% to 196.5% of the target value for the other members of the Corporate Executive Committee. This compares to a payout of 83.3% for the CEO and of 80.2% to 81.5% of the target value for the other Corporate Executive Committee members in 2020.
Long-term incentive
For the LTI plan 2019-2021, payable in early 2022, the GEP achievement was CHF 73.0 million (without the one-off gain from the property sale of the headquarters). This represents a vesting multiple of 200%.
Performance / payout factor under STI in 2021
|
KPIs |
2021 objectives |
Payout |
2021 results |
|
Group financial performance: |
|
|
|
|
Galenica economic profit (GEP) (50% weighting) |
Maximum |
220% |
GEP achieved: CHF 73.0 million Payout factor: 220% |
|
Target |
100% |
||
|
Threshold |
50% |
||
|
Group annual net sales growth (25% weighting) |
Maximum |
220% |
Net sales growth achieved: 10.2% Payout factor: 220% |
|
Target |
100% |
||
|
Threshold |
50% |
||
|
Personal objectives (25% weighting) |
3 quantitative and qualitative KPIs |
0% – 150% |
Average payout factor Corporate Executive Committee (incl. CEO): 111% |
|
Payout |
|
|
2021 |
|
CEO |
|
|
193.6% |
|
Corporate Executive Committee (without CEO) |
|
|
190.0% – 196.5% |
Performance / vesting multiple under LTI 2019–2021
