PDF (2.63 MB) - Geberit International AG

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Effective 1 January 2005, Günter F. Kelm handed over
the CEO position to Albert M. Baehny. He will continue
to be President until the general meeting 2005.
Dr Rudolf Huber, Dr Thomas Raible and Paul Witschi
left the Group Executive Board as of end of 2004.
Management contracts
The Group has not entered into any management contracts
with third parties.
5. Compensations, shareholdings and
loans
Content and method of determining the compensations
and of the 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.
Based on a regulation, there is an option to pay the
compensation of the Board of Directors, in whole or in
part, in the form of shares. In this case, the shares are
subject to a lock-up period of two years and 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 stock ownership plan (see Consolidated
Financial Statements of the Geberit Group, Note 15,
[share participation plans]).
Corporate Governance
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 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 like kind are
made.
Compensations for acting members of governing
bodies
Total compensations paid to non-executive members of
the Board of Directors amounted to TCHF 670. Such
payments will be made in the following year and may be
received in cash and/or in the form of shares.