Siegfried Annual Report 2009

Transparency Law Art. 663b and Art. 663c CO
Content and procedure for determining remuneration
and profit participation scheme
The members of the Board of Directors receive for their work
remuneration, which is determined by the entire Board on
motion of the Nomination and Compensation Committee.
The management of the Siegfried Group is remunerated on
a performance basis. The variable component foreseen is
between 5% and 40% of the base salary. The effective variable
component depends on achieving business targets in
their area of responsibility and individual objectives. The
achievement of business targets influences the variable component
with a factor of 0 in the worst case and of 1.75 in
the best case. The personal achievement factor lies between
0 and 1.25. The variable component can achieve a maximum
factor of 1.5. The Nomination & Compensation Committee
of the Board of Directors determines the remuneration
of the members of management.
Employee share plan In August 2005 the Siegfried Group
initiated for all employees in Switzerland a share savings
plan. Employees may invest at most 10 percent of their base
salary in this share plan and with this purchase Siegfried
shares. Board members may participate in this share plan up
to a maximum of 90% of their total remuneration. The
shares are subject to a holding period of three years. The
company contributes 30% to the employees’ paid in
amount. The employees may in August of each year withdraw
from the plan or change their participation amounts.
Since September 2005 the amounts fixed by the employees
themselves each August are deducted monthly from their
pay.
In aggregate, in 2009 123 (2008: 153) employees and
6 (2008: 6) board members participated in the share
savings plan.
Compensation to members of executive bodies in
office The members of the Board of Directors receive annual
compensation of CHF 50 000 plus a lump-sum CHF 5 000
for expenses, the Chairman of the Board CHF 270 000 plus
CHF 20 000 lump-sum expenses and the Deputy Chairman
CHF 60 000, plus CHF 10 000 lump-sum expenses. The
compensation paid to members of the Board of Directors
therefore amounts to CHF 635 000 (2008: CHF 635 000).
Under the terms of the Employee Share Plan board members
were also entitled to purchase shares with a rebate of 30%
financed by the firm. The individual members receive compensation
as follows:
Contribution for Expenditure for
share savings social security
Board of Directors Position Remuneration plan (AHV) Total 2009 Total 2008
Markus Altwegg Chairman 290 000 15 713 13 580 319 293 335 729
Thomas Staehelin Deputy chairman 70 000 6 226 2 682 78 908 83 471
Bernard A. Siegfried Honorary Chairman and member 55 000 9 384 2 150 66 534 76 438
Susy Brüschweiler Member 55 000 1 061 3 088 59 149 60 235
Felix Gutzwiller Member 55 000 2 119 3 153 60 272 62 443
Felix K. Meyer Member 55 000 5 070 3 331 63 401 64 517
Malcolm Perkins Member 55 000 0 3 035 58 035 57 525
Total 635 000 39 573 31 019 705 592 740 358
Contribution for Expenditure for
share savings social security
Executive management Position Remuneration plan (AHV/pension) Total 2009 Total 2008
Executive management 2 783 569 55 636 426 673 3 265 878 4 366 751
Highest individual compensation:
President
Hubert Stückler Siegfried Actives 553 063 2 509 148 803 704 375
Highest individual compensation:
Douglas C. Günthardt former CEO 1 525 607 8 999 175 916 1 710 522
Compensation paid to former members of executive
management The above remuneration of CHF 4.4 million
for the year 2008 included also wage continuation of
CHF 0.5 million and a termination pay of CHF 0.5 million
to the former CEO.
Share ownership On December 31, 2009, the non-executive
members of the Board of Directors and persons closely
related to them owned 70 742 (2008: 62 529) registered
shares in Siegfried Holding AG. This represents 2.5% (2008:
2.23%) of the entire share capital of Siegfried Holding AG.
The members of the management (including persons closely
110 Financial Statements Siegfried Holding AG