The remuneration of the Board of Directors is a fixed remuneration. Aspects of sustainability, like other individual aspects, do not form part of the remuneration policy of the Board of Directors. The remuneration of Group Executive Management comprises a fixed and a variable component. Variable means depending on success and performance in the previous financial year in connection with defined objectives (“bonus”). The variable remuneration of a member of Group Executive Management may not exceed the member’s fixed remuneration. No long-term variable component has been implemented. For further information on this topic, see section 2.3 Remuneration of Group Executive Management.
According to Art. 31 (3) of the Articles of Association of Emmi AG (report.emmi.com > Download-Center > Corporate Governance > Articles of Association Emmi AG), the company can issue equity securities, conversion or option rights, or other rights to equity securities to members of the Board of Directors and Group Executive Management as part of their remuneration. Emmi currently intentionally forgoes share or option plans or other share ownership programmes. This is intended to ensure that the remuneration system remains straightforward and transparent.
The remuneration of members of the Board of Directors is not related to performance. It is therefore purely basic remuneration, which is paid in cash. It comprises a basic salary and compensation for attending meetings. The amount of the remuneration reflects the time and work which the members invest to fulfil their duties in the Board of Directors, the three committees, the Agricultural Council and the two pension fund foundations. The members of the Board of Directors do not receive any bonus payments or other financial benefits such as employee terms and conditions or discounted share options. They have no entitlement to services or non-cash benefits.
The compensation for the Agricultural Council, and the manner in which it functions, is set out in 3.1.2 of the Sustainability Report. The maximum fixed remuneration of the Agricultural Council for the financial year 2024 approved at the General Meeting 2024 was complied with.
Once a year, the Personnel and Compensation Committee assesses the remuneration of the Board of Directors compared to listed (small and mid cap) and private Swiss companies. The Committee takes into account companies from the consumer goods sector with a similar level of internationalisation, together with firms based in the region from various sectors and of different sizes. Approximately 20 companies meeting the criteria given above, primarily from the food, machinery, plastics and retail industries, served as the comparison group. In addition, the Committee has access to an external benchmark study from 2021 which compared the remuneration of the Emmi Board of Directors with external salaries and analysed whether the current remuneration and remuneration structure were in line with the market. Another external evaluation is planned in the years ahead.
The basic remuneration and social security contributions as set out in the table in section 6. Remuneration for the year under review are components of the fixed remuneration. The General Meeting approves this fixed remuneration as a maximum ceiling amount for the current financial year.
Remuneration of the members of Group Executive Management comprises a fixed and a variable remuneration component (short-term bonus). Both components are paid in cash.
The basic remuneration reflects the experience, knowledge and continuing performance of members of Group Executive Management, as well as the competitiveness in external market comparisons based on function-related salary benchmarks. The Personnel and Compensation Committee has access to an external study from 2021 for the purpose of comparing the adequacy and competitiveness of the total remuneration. The same comparison group was used for the function-related salary benchmark and for the assessment of the remuneration of the Board of Directors.
The basic remuneration, non-cash benefits (company car) and relevant social security and pension benefits as set out in the table in section 6. Remuneration for the year under review are components of the fixed remuneration. The General Meeting approves this fixed remuneration prospectively as a maximum ceiling amount for the coming financial year.
The Personnel and Compensation Committee decides the fixed remuneration of the CEO and other members of Group Executive Management for the following year, taking into account the maximum ceiling amount approved by the General Meeting.
Variable remuneration: Art. 31 (2) of the Articles of Association of Emmi AG (report.emmi.com > Download-Center > Corporate Governance > Articles of Association Emmi AG) states that the variable remuneration paid to a member of Group Executive Management must not exceed the member’s fixed remuneration. This is a bonus based on achievement of performance targets, which is paid in cash. The amount reflects the result of the previous financial year and comprises the following three criteria:
The measurement of business performance is based on the three pillars of sales, income and market share. For service areas, the relevant targets also relate to ongoing development with a view to providing the core business with continuously better support. Aspects of sustainability do not form part of the remuneration policy of Group Executive Management. The remuneration of the Chief Supply Chain Officer and the Chief Human Resources Officer are exceptions, as their areas of responsibility include relevant sustainability issues, which are implemented in the form of targets and actions in consultation with the other members of Group Executive Management.
The non-achievement of targets may lead to this remuneration not being paid at all in extreme cases; in the event of over-achievement of targets, it can increase up to a maximum of 120% of the target amount. The variable remuneration of the CEO and the other members of Group Executive Management is agreed by the Personnel and Compensation Committee in connection with the business results. The General Meeting approves the total variable remuneration from the previous financial year.