Introduction to the Remuneration Report
The Remuneration Report describes the remuneration principles and regulations and informs about the remuneration of the members of the Board of Directors and the Executive Board of MCH Group Ltd. for the business year 2022.
The Remuneration Report is written in accordance with MCH Groupʼs Articles of Association, the Ordinance against Excessive Compensation in Listed Stock Corporations (OaEC), the standard relating to information on Corporate Governance of the SIX Swiss Exchange, and the principles of the Swiss Code of Best Practice for Corporate Governance by economiesuisse
The Remuneration Report does not have to be submitted to the Annual General Meeting for approval. The Annual General Meeting does, however, have to vote on the remuneration to the Board of Directors as well as the fixed and variable remunerations to the Executive Board.
The Annual General Meeting of MCH Group approves the remuneration of the Board of Directors and the Executive Board in binding votes. The Articles of Association of MCH Group stipulate that the general meeting shall vote annually on the respective total remuneration as follows (Article 18):
- the maximum aggregate amount of remuneration of the Board of Directors for the next business year;
- the maximum aggregate amount of the fixed remuneration and the grant for the long-term variable remuneration of the Executive Board for the next business year;
- the aggregate short-term variable remuneration of the Executive Board for the completed business year.
The Articles of Association of MCH Group Ltd. contain further provisions on remuneration:
- the role and responsibilities of the Compensation Committee (articles 32, 33 and 34);
- the principles of remunerations to the members of the Board of Directors (article 24);
- the principles of remunerations to members of the Executive Board (articles 39 and 40);
- the additional remuneration amount for the Executive Board members appointed after the approval of the maximum aggregate remuneration amount by the shareholders (article 41);
- credit and loans to members of the Executive Board (article 42).
The Articles of Association of MCH Group Ltd. may be found on the MCH Group website under “Investors” | “Governance”.
– Link: https://www.mch-group.com/en/investors/governance/
The minutes or agenda items and explanations of the Annual General Meetings are available on the MCH Group website under “Investors” | “General Meeting”.
– Link: https://www.mch-group.com/en/investors/general-meeting/