Page 39 - Demo
P. 39
DKSH Annual Report 2023 37DKSH regularly reviews the remuneration of its executives, including that of the members of the Executive Committee. This includes regular participation, every two to three years, in benchmark studies on comparable functions in other industrial companies. In 2023, a detailed analysis of the remuneration of the members of the Executive Committee was carried out and benchmarked against published market data to determine the target remuneration levels of the members of the Executive Committee for the financial year 2023. While many different factors (such as the individual role, experience in the role and contribution, company performance and affordability) are considered to determine remuneration levels, the policy of DKSH is to provide a target remuneration that is in principle positioned around the market median. Regarding the remuneration of the Board of Directors, the system and amount are reviewed periodically by the Nomination and Compensation Committee. The remuneration analysis was conducted based on a peer group of industrial companies with comparable market capitalization, sales, and employee numbers.3. Compensation Components for Members of the Board of DirectorsTo ensure the independence of the Board of Directors in its supervisory function, the members of the Board of Directors, including the Chairperson, are entitled to a fixed base fee for their services, paid in cash (as well as allowances and social security contributions). Each Chair and each member of the Audit Committee, the Nomination and Compensation Committee, and the Mergers and Acquisitions Committee is entitled to an additional committee fee.in CHF/year, in cash Chairman MemberFull Board 750,000 150,000Audit Committee 75,000 50,000Nomination and Compensation Committee 50,000 30,000Mergers and Acquisitions Committee 25,000 25,000In addition, the members of the Board of Directors are reimbursed (incl. through an allowance) for all reasonable cash expenses that are incurred by them in the discharge of their duties, including expenses for traveling to and from Board meetings, committee meetings and General Meetings of the shareholders of the Company. Payments are made in Swiss Francs.4. Compensation Components for Members of the Executive CommitteeThe actual compensation effectively paid out in a given year to members of the Executive Committee depends on individual as well as the Company%u2019s performance. Individual performance is assessed through an annual performance management process: Company and individual performance objectives are approved at the beginning of the business year and achievements against those objectives are assessed after year-end. The performance appraisal is the basis for determination of the actual compensation.The compensation for members of the Executive Committee consists of a fixed element (annual fixed salary), a variable element (annual variable pay and a long-term incentive), and employee benefits. Depending on their role, members of the Executive Committee are currently eligible for the following compensation elements:(i) annual fixed salary;(ii) annual variable pay (AVP);(iii) long-term incentive (LTIP); and(iv) other employee benefits.Annual Fixed SalaryThe annual fixed salary for each member of the Executive Committee is determined once a year by the Board of Directors upon prior recommendation of the Nomination and Compensation Committee and after prior consultation with the CEO. For this purpose, the market level for the respective position, individual qualifications and experience, and the prevailing local labor market conditions (e.g. for a member of the Executive Committee based in Zurich, Swiss labor market conditions, for those based in Asia, pan-Asian and local labor conditions) are taken into account, together with the overall performance assessment of each member of the Executive Committee.