1. Members and Responsibilities of the Compensation Committee of the Board of Directors
The Compensation Committee (CoC) during the 2017 reporting year comprised three non-executive members of the Board of Directors: Carlo G. Soave (Chairman), Rudolf Wehrli and Eveline Saupper. The Secretary to the CoC is the Head of Corporate Human Resources. The Chairman of the CoC may invite the CEO to discussions on individual agenda items for consultation, taking into account potential conflicts of interest which would oblige him to abstain.
The CoC establishes principles for the compensation of members of the Board of Directors and the Executive Committee and submits these to the Board of Directors for approval. The Committee proposes to the Board of Directors – subject to the approval of the total compensation by the Annual General Meeting (AGM) – the individual compensation for board members, for the CEO and members of the Executive Committee. The Committee also takes note of employment contracts for the Heads of Global Functions, Global Business Units, and Region Heads, including their respective compensation. All appointments and dismissals that are within the purview of the Board of Directors are submitted in advance to the CoC which, with regard to compensation aspects, makes a recommendation to the Board of Directors.
The CoC reviews global bonus and share plans, and makes recommendations to the Board of Directors. Furthermore, the Committee reviews fringe benefit regulations, dismissal regulations, and contractual severance compensation with the CEO, members of the EC, Heads of Global Functions, Global Business Units and Region Heads (always in accordance with the Ordinance against Excessive Compensation in Stock Listed Corporations, OaEC).
The responsibilities of the Compensation Committee are documented in the Articles of Association (art. 24 ss) of Clariant Ltd.
As a rule the CoC holds at least three meetings per year:
- Winter: Discussion regarding the executive bonus plan allocation, determination of bonus payments for members of the EC.
- Summer: Fundamental matters concerning the Group’s HR priorities.
- Autumn: Preparation of the Compensation Report and planning of compensation changes in the following year.
The CoC also meets as needed. In 2017, the CoC met three times and held several bilateral discussions and telephone conferences.
Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. VIEW ENTIRE GLOSSARY