Annual Report 2002 - Roche

achieve its corporate objectives. If,
during the three years in which the
programme is in effect, the price of
Roche’s non-voting equity securities
outperforms the average price of
securities issued by a peer set of 18
companies operating in the same
industry, participating executives will
be awarded a fixed number of nonvoting
equity securities. If Roche’s
non-voting equity securities outperform
securities issued by 75% of the
peer companies, the Board of Directors
can elect to double the number of
non-voting equity securities to be
awarded. In the event that Roche’s
non-voting equity securities underperform
the average price appreciation
of securities issued by the peer companies,
no securities will be awarded.
This programme provides for a possible
award of 98,312 non-voting equity
securities to members of the Executive
Committee.
Under an equity plan open to all
Roche employees (Roche Connect),
members of the Executive Committee
received discounts totalling 22,947
Swiss francs on the purchase of Roche
non-voting equity securities. Nonvoting
equity securities purchased
under this plan are subject to a fouryear
holding period.
None of the aforementioned remuneration
or stock option programmes
results in a dilution of Roche shares
or non-voting equity securities.
A pension plan has been established
for members of the Executive Committee
to provide coverage commensurate
with their salary levels. An initial
contribution of 3,757,000 Swiss francs
was due in 2002 for coverage under the
plan. Future employer contributions
will equal 12% of the base salaries paid
to Executive Committee members.
Other remuneration and emoluments
and loans to corporate officers
In 2002 one member of the Board of
Directors received 194,600 Swiss francs
as remuneration for assuming additional
duties for a fixed period of time.
Otherwise, no additional remuneration,
severance payments, stock awards
or additional fees or emoluments
were paid to members of the Board of
Directors, former members of the
Board of Directors or current or former
members of the Executive Committee.
The company has made no loans to
its corporate officers.
Highest total remuneration
Chairman of the Board and CEO
Franz B. Humer was the member of
the Board with the highest total remuneration
in 2002; he received a fixed
salary of 6,030,000 Swiss francs and a
variable bonus of 1,500,000 Swiss
francs, for a total of 7,530,000 Swiss
francs. In addition, he received 45,428
non-tradable options, which were
awarded on the terms described above.
Under the Roche Connect programme,
Franz B. Humer received a discount of
3,126 Swiss francs on the purchase of
Roche non-voting equity securities,
and under the Performance Share Plan
he is eligible to receive 50,886 Roche
non-voting equity securities if the
specified performance targets are
achieved. The initial contribution to
the pension plan amounted to
1,925,000 Swiss francs.
Shareholdings
The Board members André Hoffmann,
Andreas Oeri and Fritz Gerber and
14 Board of Directors and Executive Committee, Corporate Governance