The Compensation Committee (CoC) during the 2015 reporting year comprised three non-executive members of the Board of Directors: Dominik Koechlin (Chairman until his death in July 2015), Rudolf Wehrli and Carlo G. Soave (new Chairman since 1 October 2015). From 1 October 2015, Peter Isler was nominated as new interim member of the Compensation Committee. 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 submits these to the Board of Directors for approval. The Committee approves the employment contracts of the CEO and members of the Executive Committee (EC), subject to the approval of the total compensation by the Annual General Meeting (AGM). 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, option, 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).
As a rule the CoC holds at least three meetings per year:
a) Winter: Discussion regarding the executive bonus plan allocation, determination of bonus payments for members of the EC
b) Summer: Fundamental matters concerning the Group’s HR priorities
c) Autumn: Preparation of the Compensation Report and planning of compensation changes in the following year
The CoC also meets as needed. In 2015 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