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 that it depends on the success and performance in the past 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 components are currently implemented. For further information on this topic, see section 2.3 Remuneration of Group Executive Management.
According to Article 31 (3) of the Articles of Association of 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 remuneration 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 employee benefit foundations. The members of the Board of Directors do not receive any performance-related or variable 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.
Once a year, the Personnel and Remuneration 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. The following companies that meet the above criteria served as the peer group:
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Aryzta AG |
DKSH Holding AG |
Luzerner Kantonalbank AG |
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Barry Callebaut AG |
Dormakaba AG |
Mobimo AG |
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Bell Food Group AG |
Flughafen Zürich AG |
Schindler Aufzüge AG |
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BKW AG |
Forbo Holding AG |
SFS Group AG |
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Bossard AG |
Galenica AG |
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Dätwyler Holding AG |
Lindt & Sprüngli AG |
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Based on the figures available for the financial year 2024, the remuneration of the Emmi Board of Directors is below the median for the companies compared.
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. To compare the appropriateness and competitiveness of total remuneration, the Personnel and Remuneration Committee selected the same peer group as for the review of the remuneration of the Board of Directors. The remuneration of Group Executive Management is close to the median of the companies compared.
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 Remuneration 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. The CEO is not present at the discussion of the CEO’s remuneration.
Variable remuneration: Article 31 (2) of the Articles of Association of 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. From financial year 2026 onwards, the measurement of Group performance for Group Executive Management will be supplemented by selected strategic transformation targets in addition to financial targets. Sustainability aspects will then be part of the remuneration policy of Group Executive Management. The remuneration of the Chief Supply Chain Officer and the Chief Human Resources Officer already include sustainability aspects, which are translated into targets and measures 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 Remuneration Committee in connection with the business results. The General Meeting approves the total variable remuneration from the previous financial year.