ANNUAL REPORT 2008/09 - Sonova

Determination of the compensation to members of the Board of Directors and the Management Board
In general, the compensation policies and the incentive plans (EEAP) described before also apply to the
Management Board, as well as to the Board of Directors and to the CEO.
The compensation policies of the Board of Directors diff er from those of the employees of the Sonova
Group, in that instead of a basic salary (made up of a fi xed and a variable performance-related salary), the
members of the Board of Directors receive a fi xed and an attendance fee, as well as participations in
the EEAP.
The incentive plan of the CEO diff ers therein that the options of the EEAP will not be granted annually
to him. The allocation of the options including a short time lag of the exercise periods is part of the
employment contract.
The compensation of the members of the Board of Directors as well as, on the CEO’s recommendation,
the compensation of the other members of the Management Board is determined and periodically reviewed
by the Nomination and Compensation Committee. The compensation of the CEO is periodically reviewed
by the Nomination and Compensation Committee and approved by the Board of Directors.
Compensation to members of the Board of Directors and the Management Board
Compensation to the Board of Directors
Total compensation to the Board of Directors consists of a fi xed fee, attendance fees, expenses, social
benefi ts (employer’s contribution) and participation in the Executive Equity Award Plan (solely with entitlement
to receive options, warrants, WARs and SARs).
The following table shows the compensation of the individual members of the Board of Directors in the
year under review and in the previous year:
in CHF 2008/09
Fixed fee Attendance
fee/expenses 1)
118 FINANCIAL STATEMENTS OF SONOVA HOLDING AG
Social benefi ts
(employer’s
contribution) 2)
Total cash
compensation
Value of
warrants 3) /
options
Number of
warrants 3) /
options
granted
Total
compensation
Andy Rihs, Chairman
William D. Dearstyne,
120,000 30,500 22,074 172,574 199,530 450,000 372,104
Vice-Chairman 60,000 30,000 11,521 101,521 199,530 450,0004) Heliane Canepa,
301,051
Member
Dr. Michael Jacobi,
60,000 24,000 69,066 153,066 199,530 450,000 352,596
Member
Robert F. Spoerry,
60,000 25,500 16,491 101,991 199,530 450,000 301,521
Member 60,000 22,000 76,478 158,478 199,530 450,000 358,008
Total 360,000 132,000 195,630 687,630 997,650 2,250,0005) 1,685,280
1) Attendence fees and expenses are based on the number of attended meetings of each member of the Board of Directors.
2) Including social security contributions on the tax value of warrants/options/WARs/SARs exercised during the reporting period.
3) Exercise ratio between warrants and options: 25:1 (see also Note 30 in the consolidated fi nancial statements).
4) WARs grant the right to participate in the appreciation of the Sonova shares without issuance of shares.
5) Thereof 450,000 WARs.