6. Compensation of Members of the Executive Committee
After adjustments of the compensation packages for EC members in 2016 based on results of benchmarking studies, the Compensation Committee did not propose any changes to the EC compensation for 2017. Thus, 2017 compensation packages remained unchanged.
The EC participates in the same compensation elements as Clariant’s senior managers. Accordingly, they receive a fixed annual base salary, an annual cash bonus (GMBP) and long-term incentives (GSM-LTIP, PSU). The annual bonus is based on achieved results for the particular financial year and payout is capped at 100% target value. For details of the respective plans please refer to chapter Overview of Existing Incentive Plans.
|
CEO Compensation |
EC Compensation |
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|
2017 |
2016 |
2017 |
2016 |
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|
||||||||||||||||
Total target |
4 560 000 |
4 560 000 |
2 400 000 |
2 400 000 |
||||||||||||
Performance Share Unit2 |
500 000 |
500 000 |
350 000 |
350 000 |
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Matching Shares3 |
460 000 |
460 000 |
200 000 |
200 000 |
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Target Cash Bonus, thereof Investment Share4 (20% Invest) |
2 300 000 |
2 300 000 |
1 000 000 |
1 000 000 |
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Base salary |
1 300 000 |
1 300 000 |
850 000 |
850 000 |
The members of the EC participate in the pension plans of the Clariant Group, notably the Clariant pension fund with an insured income of up to CHF 200 000 per annum, and the management pension fund with an insured income of up to a further CHF 646 000 per annum. The maximum insured income under the pension plans therefore stands at CHF 846 000 per annum. The CEO participates in Clariant’s pension and insurance plans. Additional pension provisions are accrued over time in order to match contractually granted retirement plans.
Clariant’s pension plans conform with the legal framework of the occupational pension scheme (BVG). In the future, the maximum contribution will be dynamically aligned with art. 79c BVG. For members of the EC and all other Clariant employees, the insured income is defined as the base salary plus 50% of target cash bonus. Equity-linked income components are not subject to pensionable income. The usual term insurance policies for death and disability form part of Clariant’s pension plans. The total employer contribution is approximately 11% of the insured income in the case of the Clariant pension fund, and 22% of the insured income in the case of the Clariant management pension fund. These contributions cover both the contributions to the formation of retirement capital, and the risk components. Under IFRS, the Clariant pension fund is a defined benefit plan. The management pension fund provides the members with retirement capital upon retirement. Pension payments are only accepted in exceptional cases.
In accordance with the reporting requirements outlined in the Ordinance against Excessive Compensation (OaEC), the relevant Fair Market Value (FMV) figures are shown in the following audited table.
|
Hariolf Kottmann |
Other EC members |
Totals 2017 |
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Base salary |
1 300 000 |
2 550 000 |
3 850 000 |
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Cash bonus1 |
1 339 520 |
1 747 200 |
3 086 720 |
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Share-based bonus (FMV) |
1 170 016 |
1 933 398 |
3 103 414 |
|||
Other benefits2 |
1 250 358 |
1 628 534 |
2 878 892 |
|||
Total |
5 059 894 |
7 859 132 |
12 919 026 |
|
Hariolf Kottmann |
Other EC members |
Totals 2016 |
|||||||||
|
||||||||||||
Base salary |
1 300 000 |
2 337 500 |
3 637 500 |
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Cash bonus3 |
1 692 800 |
2 024 000 |
3 716 800 |
|||||||||
Share-based bonus (FMV) |
1 297 996 |
1 982 376 |
3 280 372 |
|||||||||
Other benefits |
1 561 507 |
1 207 007 |
2 768 514 |
|||||||||
Subtotal |
5 852 303 |
7 550 883 |
13 403 186 |
|||||||||
Contractual payments to former EC members |
— |
2 340 579 |
2 340 579 |
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Total |
5 852 303 |
9 891 462 |
15 743 765 |
In 2016, Clariant had to make contractual payments to leaving members of the Executive Committee. In 2017, there were no such payments. In both years there were no loans or credits outstanding and/or granted.
The total compensation of the Executive Committee in 2017 sums up to CHF 12.9 million and is within the approved budget of CHF 16.6 million.
This compensation budget for 2017 was approved at the Annual General Meeting in 2016.
Information about the actual share ownership of the members of the Executive Committee is listed below. No options were granted in 2017 or were held at 31 December 2017.
|
Hariolf Kottmann |
Britta Fuenfstueck |
Patrick Jany |
Christian Kohlpaintner |
Total |
|||||
Number of investment shares1 |
13 396 |
5 824 |
5 824 |
5 824 |
30 868 |
|||||
Number of matching shares1 |
13 396 |
5 824 |
5 824 |
5 824 |
30 868 |
|||||
Number of performance share units |
22 615 |
15 830 |
15 830 |
15 830 |
70 105 |
|||||
Total number of shares |
49 407 |
27 478 |
27 478 |
27 478 |
131 841 |
|
Number of shares granted for 20171 |
Number of shares granted for 20162 |
Number of shares within vesting |
Number of shares within vesting |
Number of privately held shares at 31 Dec. 2017 |
Number of privately held shares at 31 Dec. 2016 |
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|
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Hariolf Kottmann |
49 407 |
75 028 (correction of 79 482) |
143 171 |
152 325 |
447 421 |
449 135 |
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Britta Fuenfstueck |
27 478 |
35 596 (correction of 37 020) |
44 020 |
20 784 |
7 406 |
0 |
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Patrick Jany |
27 478 |
40 496 (correction of 42 432) |
80 569 |
84 237 |
378 996 |
354 196 |
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Christian Kohlpaintner |
27 478 |
40 496 (correction of 42 432) |
80 569 |
84 237 |
305 135 |
280 335 |
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Total |
131 841 |
191 616 (correction of 201 366) |
348 329 |
341 583 |
1 138 958 |
1 083 666 |
The International Financial Reporting Standards (IFRS) are international accounting standards. VIEW ENTIRE GLOSSARY
Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. VIEW ENTIRE GLOSSARY