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Shareholders' Letter

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Remuneration report<br />

See report<br />

Page 218<br />

See report<br />

Page 168<br />

Remuneration paid to the Board of Directors and the<br />

Group Executive Board is tied to the generation of sustainable<br />

returns for shareholders and therefore creates incentives<br />

aimed at achieving long-term corporate success.<br />

Introduction<br />

This remuneration report provides a summary of the remuneration system and compensation<br />

paid to members of the Board of Directors and Group Executive Board (Management Board in<br />

accordance with Section 4 of the Articles of Association) of Switzerland Ltd. This report will be subject<br />

to a consultative vote by the Annual General Meeting on 20 April 2011.<br />

The report is based on Article 5 of the Corporate Governance Directive issued by the SIX Swiss<br />

Exchange. Swisscom also complies with the applicable standards of the Swiss Code of Best Practice<br />

for Corporate Governance including Annex 1 on the remuneration recommendations for members<br />

of the Board of Directors and the Group Executive Board. Information and comments on remuneration<br />

and shareholdings in accordance with Article 663b bis and Article 663c para. 3 of the Swiss<br />

Code of Obligations can also be found in the financial statements of Swisscom Ltd.<br />

General principles governing remuneration<br />

The uniform remuneration principles applied within the Swisscom Group are systematic, transparent<br />

and geared to the long term. Salaries at Swisscom are based on four factors: position, individual<br />

performance, company performance and the labour market. This approach takes into consideration<br />

the interests of employees, investors and the company.<br />

Swisscom offers competitive salaries in order to attract and retain highly skilled and motivated<br />

specialist staff and managers. The variable performance-related component is an additional management<br />

instrument aimed at achieving overriding goals. It serves to motivate employees and<br />

management to make a contribution to the company’s long-term success. The “Management<br />

Incentive Plan”, which is compulsory for all members of the Board of Directors and all members of<br />

the Group Executive Board (with one exception), also ensures direct financial participation in the<br />

medium-term performance of Swisscom’s shares. The plan is described in Note 11 to the consolidated<br />

financial statements.<br />

Corporate Governance and Remuneration Report 126 | 127<br />

Corporate Governance<br />

Remuneration Report

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