1. Members and Responsibilities of the Compensation Committee of the Board of Directors
During the 2019 reporting year, the Compensation Committee (CoC) comprised five non-executive Board members: Eveline Saupper (Chairwoman), Abdullah Mohammed Alissa, Carlo G. Soave, Claudia Suessmuth Dyckerhoff and Susanne Wamsler. The Chairman of the Board is a regular guest in the Compensation Committee.
The Corporate Secretary acts as Secretary to the CoC. The Head of Corporate Human Resources (HR) is 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 that would oblige him to abstain.
The roles and responsibilities of the CoC are defined in paragraph 3.2.2 of the Bylaws of the Board of Directors of Clariant from 23 July 2019 in combination with paragraph 3 & 5 of the Compensation Committee Charter from 1 April 2019:
The CoC reviews and proposes – subject to the approval of the total compensation by the General Meeting – the individual compensation for Board members, the CEO, and members of the EC to the Board of Directors for approval. It approves employment contracts, including agreements governing departures and termination with the CEO and members of the EC. The CoC takes note of appointments of Heads of Global Business Units, Heads of Global Service Units, and Heads of Regions and regularly reviews and approves their compensation. Furthermore, upon proposal by the CEO, the CoC reviews and approves any early retirement agreement for the members of the EC, the Heads of Global Business Units, and Heads of Global Service Units.
The CoC reviews compensation market data and competitor benchmark data to ensure Clariant’s competitiveness to attract and retain key people needed to ensure long-term success of the business. It reviews and approves general global compensation and benefits policies, including short-term and long-term incentive plans, and defines the overall Group targets on which they depend, as well as the attainment levels of these targets (upon proposal by the CEO/Chairman). Additionally, the CoC defines guidelines for determining compensation of members of the Management Committees of Business Units and Service Units.
Finally, the CoC prepares the Compensation Report for the Board of Directors and reviews any other mandatory public disclosure statements on compensation and benefits.
The CoC shall meet at least twice a year; however, it is regular practice to hold three meetings:
- February: Determination of bonus payments for members of the EC, determination of BoD and EC budgets for the forthcoming (mandate) year
- June: Fundamental matters concerning the Group’s Human Resources priorities
- December: Preparation of the Compensation Report, planning of compensation changes in the following year
The CoC also meets as needed. In 2019, the CoC met four times and held several bilateral discussions and telephone conferences.