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Remuneration awarded for 2022 and 2021

Remuneration awarded to the Board of Directors for 2022 and 2021

Comments to the remuneration tables of the members of the Board of Directors

In 2022, the Board of Directors consisted of seven members. The total remuneration awarded to the Board of Directors (including the Chairwoman) amounts to CHF 1.5 million and is within the amount of CHF 1.9 million approved at the Annual General Meeting in 2021. It corresponds to an increase of 6.9% compared to the previous year, which is solely due to the composition of the Board (seven members in 2022 compared to six members in 2021). The remuneration system remained unchanged compared to the previous year.

Remuneration awarded to the CEO and the members of the Corporate Executive Committee for 2022 and 2021

Comments to the remuneration tables of the members of the Corporate Executive Committee

In 2022, Marc Werner, CEO, was the member of the Corporate Executive Committee with the highest remuneration.

The remuneration awarded to the CEO in the year 2022 and the Corporate Executive Committee amounts to CHF 6.2 million and is within the amount of CHF 7.2 million approved at the Annual General Meeting in 2021. It is an increase compared to previous year, for the following reasons:

Performance in 2022

In the 2022 financial year, the Galenica Group generated consolidated net sales of CHF 4,014.3 million, thus exceeding the CHF 4 billion mark for the first time. This corresponds to strong growth of 4.7% compared to the previous year.

Adjusted¹ operating profit (EBIT), i.e. excluding the effects of the accounting standards IFRS 16 (leasing) and IAS 19 (employee benefits), declined by 5.8% to CHF 200.8 million. Adjusted¹ return on sales (ROS) fell year-on-year from 5.6% to 5.0%. Excluding the exceptional results from the COVID 19 initiatives (estimated at CHF 25 million) and the sale of real estate at the Bern headquarters (CHF 9.4 million), adjusted¹ EBIT growth was a strong 12.4%.

Adjusted¹ net profit decreased by 5.2% to CHF 165.7 million (previous year: CHF 174.8 million) due to the aforementioned special effects in the previous year. Reported net profit was slightly below the previous year's level at CHF 165.9 million (previous year: CHF 168.2 million, -1.4%).

1) See section Alternative performance measures in the Annual report 2022.

Remuneration of the members of the Board of Directors in 2022

 

Remuneration

Number of shares

Payments in thousand CHF

Fees in cash

Equivalent in shares 1)

Other remuneration 2)

Total

Held as at 31.12.2022 3)

Allocated for 2022

Daniela Bosshardt, Chairwoman

175

233

45

453

25,695

3,167

Pascale Bruderer 4)

60

80

16

156

2,963

1,086

Michel Burnier

60

80

12

152

9,487

1,086

Bertrand Jungo 4)

75

100

20

195

8,248

1,357

Judith Meier (from 12 May 2022)

107

11

118

1,448

Markus R. Neuhaus

80

107

22

208

9,084

1,448

Andreas Walde

200

20

220

13,509

2,715

Remuneration of the members of the Board of Directors 5)

450

907

146

1,503

68,986

12,307

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 (both employer and employee contributions)

3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above

4) Those board members participate in the pension fund and finance the entire cost themselves

5) 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 2021

 

Remuneration

Number of shares

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, Chairwoman

175

233

45

453

22,131

3,564

Pascale Bruderer 4)

62

82

17

161

1,703

1,260

Michel Burnier

60

80

12

152

8,265

1,222

Bertrand Jungo 4)

215

22

237

4,964

3,284

Markus R. Neuhaus

82

109

22

213

7,416

1,668

Philippe Nussbaumer (until 12 May 2021)

60

6

66

916

Andreas Walde

75

100

20

195

11,982

1,527

Remuneration of the members of the Board of Directors 5)

454

880

144

1,477

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 (both employer and employee contributions). These figures have been restated to also include the employer contributions (not included in the past, but mentioned in the footnote)

3) Shares held by related parties of members of the Board of Directors are included in the declaration of the totals disclosed above

4) Those board members participate in the pension fund and finance the entire cost themselves

5) 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 2022

Gross payments in thousand CHF

Total

of which Marc Werner, CEO

Base salary

2,452

500

Short-term bonus in cash (STI) 1)

1,264

301

Short-term bonus in shares (STI) 2)

793

189

Long-term incentive (LTI) 3)

690

222

Contributions to pension funds

487

118

Other remuneration 4)

58

18

Remuneration awarded

5,744

1,348

Social security costs

421

93

Remuneration of the members of the Corporate Executive Committee

6,165

1,440

Maximum amount according to AGM resolution

7,200

 

Seven members in 2022

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 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

Short term incentive (STI)

In 2022, a GEP of CHF 67.4 million was achieved. This corresponds to a decrease of 7.7% compared to the previous year (without the one-off gain from the property sale of the headquarters), see Value based management section, under Alternative performance measures in the Annual report 2022. This represents a payout factor of 208.2% for the financial year 2022 for the portion of the STI payout based on GEP performance.

The Group annual net sales growth achieved was 4.7%, corresponding to a payout factor of 192.1% for that portion of the STI.

Collective performance is measured using 3 qualitative and quantitative personal objectives defined for the Corporate Executive Committee member. The payout factor for the members of the Corporate Executive Committee was 99.6%.

Consequently, the overall STI payout amounts to 177.0% of target for the CEO and to 177.0% of target for the other members of the Corporate Executive Committee. This compares to a payout of 193.6% for the CEO and of 190.0% to 196.5% of the target value for the other Corporate Executive Committee members in 2021.

Performance / payout factor under STI in 2022

KPIs

2022 objectives

Payout

2022 results

Group financial performance:

 

 

 

Galenica economic profit (GEP) (50% weighting)

Maximum

220%

GEP achieved: CHF 67.4 million Payout factor: 208.2%

Target

100%

Threshold

50%

Group annual net sales growth (25% weighting)

Maximum

220%

Net sales growth achieved: 4.7% Payout factor: 192.1%

Target

100%

Threshold

50%

Personal objectives (25% weighting)

3 quantitative and qualitative KPIs

0% – 150%

Average payout factor Corporate Executive Committee (incl. CEO): 99.6%

Payout

 

 

2022

CEO

 

 

177.0%

Corporate Executive Committee (without CEO)

 

 

177.0%

Long-term incentive

For the LTI plan 2020-2022, payable in early 2023, the GEP achievement was CHF 67.4 million. This represents a vesting multiple of 140.4%.

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