1. Members and Responsibilities of the Compensation Committee of the Board of Directors
The purpose of this Compensation Report is to provide a comprehensive overview of Clariant’s compensation concept and programs. In addition, it includes the compensation levels of the Board of Directors and the Executive Committee; accordingly, some information given in Note 14 of the Financial Report 2018 is repeated here.
During the 2018 reporting year, the Compensation Committee (CoC) comprised three non-executive members of the Board of Directors until 16 October 2018: Carlo G. Soave (Chairman), Rudolf Wehrli, and Eveline Saupper. Following the Extraordinary General Meeting on and effective as of 16 October 2018, the CoC comprised five non-executive board members: Eveline Saupper (Chairwoman), Carlo G. Soave, Claudia Suessmuth Dyckerhoff, Susanne Wamsler, and Abdullah Mohammed Alissa. The Chairman of the Board is a regular guest in the Compensation Committee.
Since 16 October 2018, the Corporate Secretary has acted as Secretary to the CoC. Previously, this role was held by the Head of Corporate Human Resources (HR), who is now a regular guest to share information and consult on relevant topics. The Chairwoman 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 (EC). 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 Short-Term and Long-Term Incentive 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 2018, the CoC met four 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