Corporate Governance

5. Compensation, profit-sharing and lending
5.1 Procedure for establishing and setting compensation and profit-sharing programs — The compensation of serving
and former non-executive members of the Board of Directors is not tied to their performance, and is determined by the
Board of Directors itself in accordance with the articles of association. There are no profit-sharing programs. The Remu-
neration and Nominations Committee is responsible for defining the group’s remuneration policy and setting the salaries
of members of Group Management. The remuneration of members of Group Management (including executive members
of the Board of Directors) consists of a base salary and a performance-related component. The amount of this perform-
ance-related component is set by the Board of Directors. Performance evaluations are based on quantitative and quantita-
tive factors. There are no profit-sharing programs.
5.2 Compensation of serving members of corporate bodies — During the year under review, total compensation (includ-
ing reimbursement of expenses and the employer’s contribution to pension plans) paid to serving members of the Board
of Directors and Group Management amounted to:
a) Executive members of the Board of Directors and members of Group Management: CHF 3,082,970
b) Non-executive members of the Board of Directors: CHF 242,890
In 2005, no severance pay was paid out to members of the Board of Directors or members of Group Management whose
mandate came to an end in the course of the year.
5.3 Compensation of former members of corporate bodies — No compensation was paid in the year under review to
members of the Board of Directors or Group Management whose mandate came to an end during the previous financial
year or earlier.
5.4 Allotment of shares in the year under review — Shares were not allotted to either non-executive or executive mem-
bers of the Board of Directors, or to members of Group Management, in 2005. The same applies to natural or legal per-
sons closely associated with them.
Corporate Governance
5.5 Possession of shares — The total number of shares held by executive members of the Board of Directors, members
of Group Management and natural or legal persons closely associated with them on 31 December 2005, was as follows:
1,760 bearer shares, 2,333,620 registered shares. At 31 December 2005, no bearer shares or registered shares were held
by non-executive members of the Board of Directors or natural or legal persons closely associated with them.