3. Responsibility and definition process
3.1 Approval model of the General Meeting
Art. 34 (1) of the Articles of Association of Emmi AG (report.emmi.com > Download-Center > Corporate Governance > Articles of Association Emmi AG) defines the approval model. Each year, the General Meeting approves in a separate and binding manner the proposals put forward by the Board of Directors with regard to:
- the maximum total amount of remuneration of the Board of Directors for the current financial year
- the maximum total amount of fixed remuneration for Group Executive Management for the following financial year
- the total amount of variable remuneration for Group Executive Management for the previous financial year.
The following approval model clarifies on which remuneration components and for which period the shareholders will vote on at the General Meeting 2025.
3.2 Decision-making process
Remuneration system: The Board of Directors determines the principles of the remuneration system for the Board of Directors and Group Executive Management as part of its general overall management. The Personnel and Compensation Committee undertakes its regular review and assessment. In this respect, it supports the Board of Directors in determining the remuneration system. External experts are likely to be involved only in a fundamental restructuring of the remuneration system.
Remuneration amounts: The Personnel and Compensation Committee submits a proposal for the remuneration of the members of the Board of Directors and the Chairman to the Board of Directors. The Board of Directors decides annually on this remuneration and submits the maximum total remuneration to the General Meeting for approval.
The remuneration for the Chairman of the Board of Directors, the CEO and the other members of Group Executive Management is decided annually by the Personnel and Compensation Committee. The Board of Directors proposes the total amounts of the relevant remuneration to the General Meeting for approval. The results of votes held at general meetings can be found in the minutes: report.emmi.com > Download-Center > General Meeting > Minutes of the General Meeting 2024 (in German).
3.3 Personnel and Compensation Committee
With the exception of the remuneration of the members and Chairman of the Board of Directors, the Personnel and Compensation Committee decides on remuneration. It determines the recommendation for the remuneration of the Chairman of the Board of Directors and CEO (associate member) in compliance with the rules on abstention. For details of the composition, tasks and responsibilities of the Personnel and Compensation Committee, please see 3.5.1 Allocation of duties within the Board of Directors, 3.5.2 Composition, duties and delimitation of responsibilities of the committees and 3.5.3 Working methods of the Board of Directors and its committees in the Corporate Governance section.