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5 ManaGeMent orGanIZatIonaL StrUCtUre Legal & Compliance* Communications CCo*** product Management DoB/acc. product Management HaKa/KIKo Marketing Sales CH D Cee Benelux * Reports additionally to the Board of Directors ** Managed by CFO currently *** Managed by the CEO until further notice 6 CoMpenSatIon, SHareHoLDInGS anD LoanS 6.1 Basic principles The principles of Charles Vögele’s salary policy are defined by the Board of Directors as a whole on the basis of preparations by the Chair of the Nomination and Compensation Committee. These principles are periodically assessed against international benchmarks. Compensation is based on function, individual performance, training and experience, as well as on the company’s position and the competitive situation on the relevant local labour markets and in specific areas of expertise. Charles Vögele pays competitive industry-benchmarked remuneration in order to attract skilled and motivated employees and retain them for the long term. For management and sales functions, variable elements of compensation tied to personal targets CORpORATE GOvERnAnCE Ceo Coo (to be appointed) Sourcing purchasing operations Merchandise planning Supply Chain Management** 56 Business Development Finance Controlling CFo Indirect procurment Information & Communication technology Business Information Center Internal auditing* Human resources are designed to help the company reach its strategic and financial objectives and to serve as a management tool during implementation of the reorganization. For management functions, two Company growth targets (consolidated gross profit and EBIT) are set within the parameters of a standardized Group-wide process, and a personal target is defined between employee and line manager. At the end of the measurement period, the resulting bonus is calculated on the basis of the past year’s results (with 33.3 % allocated for each target) and paid out after approval by the Annual Shareholders’ Meeting.
The share option plan in place for the Board of Directors, Group Management and Management Team since 2002 provides these senior figures with a direct financial interest in the medium-term performance of Charles Vögele shares and links the interests of managers with those of shareholders. For further details of the options plan’s timetable, allocation criteria and individual parameters, please see note 34.1 Management Share Options Plan in the notes to the Group Financial Statements of the Financial Report. Specialized legal and tax consultants were brought in during the year under review to review the salary policy and the existing remuneration programme. 6.2 Decision-making powers The Board of Directors defines the basic compensation of its members and of Group Management, as well as the variable performance-related component for Group Management, at its discretion and in accordance with the principles set out under 6.1 above. Payment of variable remuneration to the Group Management is in cash following approval of the annual financial statements by the Annual Shareholders’ Meeting. The allocation of options to the Board of Directors, Group Management and the Management team is decided once a year by the Board of Directors at its discretion. 6.3 Compensation for the Board of Directors From 2009 until September 2011, compensation for the Board of Directors was always function- related and consisted of fixed and performance-related cash components, as well as options as defined in the Share Option Plan, which was reviewed periodically by the Board of Directors led by the Nomination and Compensation Committee. Because Charles Vögele Group is currently in a reorganization phase, the Board of Directors decided in September 2011 to reduce compensation for all its members to the annual basic compensation for an ordinary member, i.e. to CHF 95 000 (incl. CHF 2 000 fixed expenses) plus expenses, and to abolish the variable component, which had been 0.1 % of 57 the annual profit shown in the annual <strong>report</strong> for each member, until the company has successfully achieved a turnaround. Options continued to be allocated as before according to the current share option plan. Additional services performed for the company by a member of the Board are, if the Board as a whole approves, still possible and are compensated at a rate of EUR 3 000 to CHF 3 500 per day. Such additional services were performed during the year under review by Hans Ziegler and Jan C. Berger (for details see note 38 of the Financial Report). 6.4 Compensation for Group Management In line with Charles Vögele Group’s salary policy, remuneration for members of Group Management consists of a fixed basic salary and a variable performance-related portion, as well as benefits in kind and additional benefits (in particular, a company car). The Chair of the Nomination and Remuneration Committee regularly reviews the remuneration paid to Group Management and recommends adjustments as required to the Board of Directors. The CEO can make requests with regard to the remuneration paid to other members of Group Management. The amount of fixed remuneration that the Board of Directors defines at its discretion for members of Group Management is based on the market value of the position, on the responsibilities and actual scope of activity attached to the function and on individual performance. The variable component is based on the corporate goals defined each year by the Board of Directors, which serve as reference points for all managers. Financial Report | Corporate GovernanCe | The World of Fashion | Corporate Social Responsibility | Overview of Regions | Annual Review | CEO 's Report | Chairman's Message
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annual report 2011
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Group KeY FiGures Five-Year overvie
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4 6 11 13 14 15 17 18 19 31 43 cont
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“The annual results for 2011 mark
Page 10 and 11: “Our core target groups are women
Page 12 and 13: Outlook: return to profitable growt
Page 14 and 15: Filippo, 44 Charles Vögele Store S
Page 16 and 17: annual revieW The country merchandi
Page 18 and 19: sWitZerlanD region A difficult envi
Page 20 and 21: Jakub, 48 Charles Vögele Store Wol
Page 22 and 23: BeneluX region Lack of confidence i
Page 24 and 25: Dorota, 48 Charles Vögele Store Wo
Page 26 and 27: 1 CuStomer reSponSibility anD proDu
Page 28 and 29: Value-Added Statement menting the
Page 30 and 31: 3 our employeeS Our employees’ kn
Page 32 and 33: Climate friendly operations - We ar
Page 34 and 35: Environmental criteria in the suppl
Page 36 and 37: News Stores worldwide By the end of
Page 38 and 39: The spring collection “California
Page 40 and 41: Til Schweiger behind the scenes Sin
Page 42 and 43: CharleS Vögele By NumBerS 7 300 em
Page 44 and 45: Sarah Connor
Page 47 and 48: CORpORATE Charles Vögele Group is
Page 49 and 50: 1 GroUp StrUCtUre anD SHareHoLDerS
Page 51 and 52: 2.6 restrictions on transferability
Page 53 and 54: Hans Ziegler Chairman of the Board
Page 55 and 56: - Nomination and Compensation Commi
Page 57 and 58: 3.6 Information from and control ov
Page 59: 4 GroUp ManaGeMent Group Management
Page 63 and 64: 7.5 entry in the share register The
Page 65 and 66: Financial RepoRt
Page 67 and 68: Financial coMMentaRY 2011 was a tur
Page 69 and 70: Financial expenses and taxes Financ
Page 71 and 72: At 31 December CONSOLIDATED bALANCE
Page 73 and 74: CHF 1000 Note From 1 January to 31
Page 75 and 76: 2.3 Basis of consolidation The cons
Page 77 and 78: 2.7 Net sales and revenue recogniti
Page 79 and 80: The amounts shown under shareholder
Page 81 and 82: 2.17 Impairment of assets All capit
Page 83 and 84: 2.23 Treasury shares The costs of t
Page 85 and 86: CHF 1000 EUR / CHF USD / CHF 2011 i
Page 87 and 88: CHF 1000 < 1 year 1 - 5 years > 5 y
Page 89 and 90: 4 Critical accounting estimates and
Page 91 and 92: 5 Segment information Switzerland G
Page 93 and 94: The pension liabilities and plan as
Page 95 and 96: The pension liability of the German
Page 97 and 98: 15 Income tax 15.1 Composition of i
Page 99 and 100: 15.5 Tax-relevant loss carry-forwar
Page 101 and 102: Other receivables are not related t
Page 103 and 104: 20.2 Finance leases The carrying am
Page 105 and 106: 22.2 Impairment test on goodwill CH
Page 107 and 108: 24 Short-term financial liabilities
Page 109 and 110: CHF 1000 28 Mortgages Balance at 1
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32 Treasury shares As of 31 Decembe
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Tranche The weighted average remain
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Movement in valuation differences n
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2011 CHF 1000 Details of total paym
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Balance, at 31 December 2011 Disclo
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41 Structure of the Charles Vögele
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Opinion In our opinion, the consoli
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From 1 January to 31 December INCOM
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NOtES tO thE FINaNCIal StatEMENtS 1
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Shareholders 66 Share of capital as
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Report of the statutory auditors to
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Share performance Price performance
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Charles Vögele makes fashion.
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