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) as stated in Art. 27 of the Articles of Association. The annual bonus is based on achieved results for the particular financial year and payout is capped at 100% of the target value. For details of the respective plans, please refer to sections 4.1.a, 4.2.a & b. According to Clariant’s Articles of Association, the annual bonus payout and any single share grant must each not exceed 200% of base salary for the CEO and 150% for EC members (Art. 32).

The Compensation Committee decides on the amendment or discontinuation of the annual bonus plan and Long-Term Incentive Plans for the Executive Committee (Art. 33 – 35).

After no adjustments to the compensation packages for EC members in 2017, the CoC approved an increase in base salary for EC members for 2018.

With the envisioned changes to Clariant’s Long-Term Incentive Plans (see 4.2.a, b & c), the CoC also decided not to grant the GSM-LTIP for 2018 for the Executive Committee. Consequently, no Investment Shares and Matching Shares will be granted for 2018 and the 2018 annual bonus will be fully paid in cash.

The total target remuneration for the Executive Committee in 2018 was therefore lower than in 2017.

The members of the EC participate in the pension plans of the Clariant Group in Switzerland, 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 an additional 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.

Clariant’s pension plans comply with the legal framework of the Swiss occupational pension scheme (BVG) and the maximum contribution will be dynamically aligned in accordance 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 the target cash bonus. Equity-linked income components are not subject to pensionable income. Usual policies for death and disability are 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.

The following personnel changes within the Executive Committee occurred in 2018: Ernesto Occhiello was appointed CEO effective 16 October 2018, replacing Hariolf Kottmann, who became Chairman of the Board of Directors at the same time. Britta Fuenfstueck decided to leave Clariant effective 31 October 2018 and was replaced by Hans Bohnen effective 12 October 2018.

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.

In 2017 and 2018, no contractual payments to leaving Executive Committee members were made and no loans or credits were outstanding and/or granted in both years. According to Art. 30 of Clariant’s Articles of Association, no loans may be granted to EC members.

According to Art. 28, an additional amount of 50% of the respective total remuneration approved by the Annual General Meeting can be spent in case new EC members are appointed after the Annual General Meeting.

The total compensation of the Executive Committee for 2018 amounts to CHF 11.7 million and is within the approved budget of CHF 17.2 million.

This budget approval was granted for the year 2018 at the Annual General Meeting in 2017.

The actual share ownership of the members of the Executive Committee is shown below. No options were held at 31 December 2017/2018.