Governance

The Board of Directorsʼ resolutions on remuneration are made at the request of the Governance, Nomination and Compensation Committee (GNCC), which performs the duties of a Remuneration Committee and whose members are elected annually by the Annual General Meeting.

On 23.05.2022, the Annual General Meeting elected the following members of the Board of Directors as members of the GNCC for the term of office until the Annual General Meeting 2023:

The GNCC treated remuneration topics at nine of its total of 15 meetings and conference calls in the business year 2022. The participation of GNCC members in these meetings and conference calls was 100 %. The Chairman of the GNCC informed the Board of Directors about the work of the GNCC and submitted the GNCCʼs proposals at the Board meetings following the GNCC meetings. The Board of Directors passed resolutions regarding remuneration at four of its nine meetings in the business year 2022.

The Group CEO and the Group CFO attend the meetings of the GNCC in an advisory capacity. They are not present at the discussions and resolutions concerning their own performance and compensation.

The GNCC involved PricewaterhouseCoopers AG (PwC) to advise it on specific remuneration matters in the business year 2022. PwC also provides other services for MCH Group. Clear rules are in place to ensure the independence of the PwC consultancy team.

Further information on the function of the GNCC may be found in the “Corporate Governance” section of the Annual Report under “Organization & Management” | “Specialist Committees of the Board of Directors”.
– Online: Link
– Download pdf: Page 57

Further information on the meetings of the GNCC may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”.
– Online: Link
– Download pdf: Page 67

Details of the members of the GNCC may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”. – Online: Link
– Download pdf: Page 67