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 <strong>Sonova</strong> 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 <strong>2008</strong>/<strong>09</strong> 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 <strong>Sonova</strong> shares without issuance of shares. 5) Thereof 450,000 WARs.
in CHF 2007/08 Fixed fee Attendance fee/expenses 1) 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 29,500 155,836 305,336 300,000 300,000 605,336 Vice-Chairman 60,000 28,500 8,206 96,706 300,000 300,0004) Heliane Canepa, 396,706 Member Dr. Michael Jacobi, 60,000 22,500 158,326 240,826 300,000 300,000 540,826 Member Robert F. Spoerry, 60,000 26,500 126,061 212,561 300,000 300,000 512,561 Member 60,000 23,500 11,3<strong>09</strong> 94,8<strong>09</strong> 300,000 300,000 394,8<strong>09</strong> Total (active members) 360,000 130,500 459,738 950,238 1,500,000 1,500,0005) Daniel Borel, 2,450,238 former Member Total (including 53,621 53,621 53,621 former members) 360,000 130,500 513,359 1,003,859 1,500,000 1,500,0005) 2,503,859 1) Attendance 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 <strong>Sonova</strong> shares without issuance of shares. 5) Thereof 300,000 WARs. FINANCIAL STATEMENTS OF SONOVA HOLDING AG 119
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ANNUAL REPORT 2008/09 PIONEERS IN H
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AT A GLANCE Key Figures in 1,000 CH
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CONTENT 2 CHAIRMAN’S FOREWORD 4 C
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Andy Rihs and explain the advantage
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Dr. Valentin Chapero Rueda systems
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FINANCIAL YEAR 2008/09 SOLID GROWTH
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espectively in local currencies. Fi
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A hearing system helps children wit
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Given the unchanged megatrends, Son
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prehensive portfolio of hearing sys
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Naída IX Nios micro iSense The wir
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SUSTAINABILITY SUSTAINABLE COMMITME
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Professional development: the key t
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Sonova has a Group-wide set of supp
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Phonak’s SoundRecover technology
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Group structure Operational Group s
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Shareholders Registered shareholder
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The following overview shows the sh
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Shareholders’ participation right
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Heliane Canepa Member, non-executiv
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Work methods of the Board of Direct
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Paul Thompson GVP Corporate Develop
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Alexander Zschokke GVP Marketing Ha
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Auditors Duration of the mandate an
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CORPORATE GOVERNANCE 49
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CONTENT FINANCIAL REPORT 54 CFO’S
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Innovation was and remains the most
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Sonova Group consolidated cash fl o
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Reported performance 2007/08 2) Und
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Consolidated Balance Sheets Assets
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Consolidated Statements of Recogniz
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The Group is currently assessing th
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