PDF (1.26 MB) - Geberit International AG

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Effective 1 January 2005, Günter F. Kelm handed over
the CEO position to Albert M. Baehny. From January
2005 until the general meeting 2005, Günter F. Kelm
held the position of President of the Board of Directors.
Management contracts
The Group has not entered into any management contracts
with third parties.
5. Compensations, shareholdings and
loans
Contents and method of determining compensations
and shareholding programs
Upon recommendation of the Personnel Committee, the
Board of Directors annually determines the remunerations
of the Board of Directors and Group Executive
Board.
The compensation of the Board of Directors is paid in
the form of shares. The shares are subject to a lock-up
period of two years. The Board member is granted a
discount on the share price. Such discount depends on
the results of the Group and corresponds to the discount
granted to employees under the employee participation
plan (see Consolidated Financial Statements of
the Geberit Group, Note 15 [participation plans]).
The compensation of the Group Executive Board is paid
on the basis of a regulation applicable to the entire
Group management of the Geberit Group (approx. 150
persons). Such compensation is composed of a fixed
salary and a performance-related bonus. The target
Corporate Governance
salary (fixed salary plus medium bonus) is determined in
line with market conditions and performance.
The bonus may be received, in whole or in part, in cash
and/or in shares. In case of payment in shares, an additional
incentive is granted in the form of options. The
shares and options are subject to a lock-up period of
three years and two years, respectively.
In addition to the salary, there is an annual option plan
for the Group Executive Board and other management
members (approx. 60 executives) corresponding to a
market value of 10% of the target salary at the time of
granting. These options are subject to a lock-up period
of two and four years, respectively.
There are special pension fund regulations for the Group
Executive Board and other management members.
In addition, no other significant payments of any similar
kind are made.
Compensations for acting members of governing
bodies
In 2005, total compensations to members of the Board
of Directors amounted to TCHF 1,001. Such payments
will be made in the following year and paid in the form
of shares.
Total compensations paid to the members of the Group
Executive Board in 2005 (fixed salary, bonus) amounted
to TCHF 3,818. TCHF 1,456 thereof relates to bonus
payments for which provisions have been established.
Such bonus payments will be made in the following
year and may be received in cash and/or in the form of
shares.