Remuneration of the Board of Directors
The Board of Directors is not eligible for a variable remuneration. The approved maximum amount for fixed remuneration in 2021 amounts to CHF 590,000. At the Annual General Meeting 2022, CHF 660,000 will be submitted for approval as remuneration for 2023. The remuneration model will be reviewed in the course of 2022 in order to assess whether part of the remuneration should be paid in restricted shares or restricted share units (without performance conditions).
The remuneration for the members of the Board of Directors is documented in a regulation and includes:
a) Fixed basic fee
Chairman, Vice-Chairman and members of the Board of Directors receive a fixed basic fee. Additional fees are paid for the chairmanship and the membership in a committee. The remuneration is paid in cash on a quarterly basis.
Annual basic fees:
- Chairman of the Board: CHF 76,000
- Vice-Chairman of the Board: CHF 36,000
- Members of the Board: CHF 21,000
- Chairman/chairwoman of a Committee: CHF 5,000
- Members of a Committee: CHF 3,000
b) Attendance fees
The members of the Board of Directors and the Committees are entitled to an attendance fee of CHF 1,000 per meeting, respectively CHF 1,000 per meeting day (when more than one meeting is held on the same day).
The members of the Board of Directors receive an annual lump sum expenses allowance, the Chairman CHF 5.000, the Vice-Chairman CHF 2,000 and the members CHF 1,000. Additional expenses, such as those for business travel, are refunded on the basis of the expenses effectively incurred.
d) Shares, options
The MCH Group does not yet have a share and option participation program for the Board of Directors. In the course of the 2022 business year, the Board of Directors intends to examine the possibility of paying part of the remuneration in the form of restricted shares or restricted share units (without performance conditions). A corresponding amendment to the Articles of Association of MCH Group Ltd. will be proposed to the Annual General Meeting 2022.
Details of shares in MCH Group Ltd. that are held by members of the Board of Directors may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”.
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e) Sign-on bonuses
No sign-on bonuses are paid to members of the Board of Directors.
f) Loans, credit
As in the previous year, no loans or credits were granted to the members of the Board of Directors in the reporting year.
As in the previous year, no suretyships (sureties, guarantees) were granted to members of the Board of Directors in the reporting year.
The maximum amount approved by the 2020 General Meeting for the remuneration of the Board of Directors in 2021 is CHF 590,000.
The maximum amount of CHF 540,000 approved by the 2019 General Meeting, was exceeded by CHF 174,834. The reasons for this were the numerous additional meetings of the Board of Directors as well as several additional meetings of the Audit Committee (AC), the Governance, Nomination and Compensation Committee (GNCC) and the Strategy Committee (SC) due to the strategic realignment, the necessary development and implementation of a comprehensive package of measures to strengthen the capital structure and the shareholder base as well as the personnel changes in the Executive Board.