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CORPORATE GOVERNANCE BarryCallebaut Annual Report2010/11 Compensation,shareholdings and loans The Board ofDirectors has the final responsibility for the remuneration of the Directors and the Executive Committee.The Nomination&Compensation Committee assists the Board infulfilling its responsibility by evaluating the remuneration strategy and proposing individual compensation packages for the Executive Committee members and other keymembers of the management. The Nomination&Compensation Committee ensures that Barry Callebaut offers an overall remuneration package which is aligned with corporate and individual performance and market practice, inorder to attract and retain Directors and Executives with the necessary skills.The current remuneration scheme is not linked to any external benchmarks. The remuneration structure ofthe Board of Directors is comprised of fixed directors’ fees and grants of Barry Callebaut AG shares.The shares granted to the members of the BoardofDirectors vest after one year. The top management remuneration framework of Barry Callebaut consists of four compensation elements: an annual base salary, anannual short-term cash bonus linked to the achievement of the short-term bonus criteria for the respective fiscal year (the on-target bonus ranges from 50% to 100% of base salary), longterm incentive comprised of ashare grant (with atarget value of 70% to 125% of the annual base salary,with the exception of the CEO) and other benefits (with a value of 10% to 20% of the base salary). The short-term bonus criteria for the members of the Executive Committee (the on-target bonus amounts to 100% of the annual base salary) have been defined by the Board ofDirectors upon evaluation and recommendation of the NCC as follows for the current fiscal year (the percentage figures indicating the weight of the respective target): CEO CFO Regional Presidents COO CIO Group EBIT 25% 25% 10% 60% 50% Group EVA 25% 25% – – – Earnings per share 25% 25% – – – Regional EBIT – – 50% – – Working capital – – 15% 20% 10% Individual strategic targets 25% 25% 25% 20% 40% 156
CORPORATE GOVERNANCE BarryCallebaut Annual Report2010/11 The granting of shares is regulated by aDeferred Share Plan (DSP), which was revised in the year under review without any external compensation advisors and has become effective as of fiscal year 2011/12. Foraperiod of three years (a “Grant Cycle”), an annual share value is determined by the Board ofDirectors for each individual plan participant. Thenumber of shares to be granted to each participant with respect to each fiscal year is calculated by dividing the annual share grant value by the average closing price of Barry Callebaut shares during the last three months of the previous fiscal year.The granted shares vest according to the following schedule: 30% after one year,30% after two years and 40% after three years. Thevesting is subject to service criteria but not subject to any performance criteria. In addition, depending on the continued employment at the end of aGrant Cycle, each participant is entitled to receive an upside bonus calculated on each share granted during the three-year Grant Cycle. This upside bonus is subject to the three-year CAGR of the actual share price exceeding acertain benchmark price defined by the Board ofDirectors at the onset of the respective Grant Cycle.Such upside bonus,ifany,ispaid in cash at the end of the respective Grant Cycle. Fordetails regarding the compensation, shareholdings and loans of the members of the Board ofDirectors and the Executive Committee during the last fiscal year,see note 6inthe Financial Statements of Barry Callebaut AG. Barry Callebaut and Jacobs Holding AG, Zurich, have agreed to execute administrative service agreements,under which Jacobs Holding AG offers to Barry Callebaut certain management and consultancy services.Inthe fiscal year 2010/11, the total compensation paid by Barry Callebaut under these agreements amounted to CHF 1.7million. Thecontract is yearly renewable. Shareholders’ participation Each shareofBarry Callebaut AG carries one vote at the General Meeting.Voting rights may beexercised only after ashareholder has been registered in the Barry Callebaut AG shareregister as ashareholder with voting rights. No shareholder holding morethan 5% of the sharecapital mayberegistered as ashareholder with voting rights with respect to the shares such shareholder holds in excess thereof. For purposes of the 5% rule, groups of companies and groups of shareholders acting in concert or otherwise related are considered to be one shareholder. 157
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ANNUALREPORT 2010/11
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Barry Callebaut aims to significant
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KEY FIGURES BarryCallebaut Annual R
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FIVE REASONS TO INVEST IN BARRY CAL
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INTERVIEWWITH THE CHAIRMAN AND THE
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EMPLOYEES BarryCallebaut Annual Rep
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EMPLOYEES BarryCallebaut Annual Rep
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REGION EUROPE BarryCallebaut Annual
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REGION EUROPE BarryCallebaut Annual
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REGION AMERICAS BarryCallebaut Annu
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REGION ASIA-PACIFIC BarryCallebaut
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GLOBALSOURCING&COCOA BarryCallebaut
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