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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:

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

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