Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

Approval process
Decision on Prepared by Set by Approved by
Remuneration of the members of the Board of Directors (incl. Chairman) Chairman Human Resources Committee Board of Directors
Compensation of the CEO Chairman Human Resources Committee Board of Directors
Compensation of members of the Executive Committee CEO Human Resources Committee Board of Directors
LTI grants CEO Human Resources Committee Board of Directors
Compensation systems
Board of Directors
The compensation paid to members of the Board of Directors consists of a fixed cash
component and a restricted stock units (RSU) component with a fixed grant value.
The cash component is defined by the responsibility, complexity and requirements for
the tasks assumed. Each task is valued differently and depending on the number of
tasks assumed by each member, the values are cumulated. The members of the
Board of Directors are paid for their service starting with their election for the duration
of their term.
The compensation is reviewed by the Human Resources Committee (HRC) on an annual
basis and, if necessary, adjusted by the entire Board of Directors based on a
proposal by the HRC. Based on a study requested from PwC by the HRC, the Board
of Directors decided to lower the cash compensation for the mandate starting in May
2011 while leaving the fixed grant values for restricted stock units (RSU) unchanged.
Cash compensation per task
2010/11 2011/12
Expense
Expense
in CHF 1 000 Fee Allowance Fee Allowance
Board member 75 5 75 5
Chairman of the Board of Directors 10 10
Chairman of Audit Committee 70 50
Chairman of Human Resources or Strategy Committee 70 40
Member of Audit Committee 50 30
Member of Human Resources or Strategy Committee 50 20
The grant value of the RSU is fixed (CHF 125 000 per board member and CHF 280 000
for the Chairman of the Board). The number of RSU is determined by dividing the fixed
grant value by the volume weighted average share price over 10 trading days immediately
following the date of the release of the previous year’s annual results. Although
the grant values of the RSU are fixed, they are considered a variable compensation
element since the development of their values follows the share price. RSU are
blocked from their grant at the Annual General Meeting of Shareholders until the following
Annual General Meeting of Shareholders at which time they are converted into
Oerlikon shares. For Directors resigning their mandate prior to the end of the term, the
number of RSU converted into shares is determined at the sole discretion of the
Board of Directors.
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