Shareholders' Letter

See
www.swisscom.ch/
basicprinciples
See report
Page 113
Decision-making powers
The decision-making powers are defined in the Organisational Regulations of the Board of Directors
and the regulations for the Personnel and Organisation Committee and the Remuneration
Committee. The latest versions of the documents can be accessed via the Swisscom website at
www.swisscom.ch/basicprinciples. Revised or superseded documents can also be viewed under
Download archive.
Personnel and salary policy, general terms and conditions of employment for members
of the Group Executive Board and share option schemes
The Board of Directors approves the personnel and salary policy for the entire Group, as well as
the general terms and conditions of employment for the members of the Group Executive Board.
In both cases, proposals are put forward by the Personnel and Organisation Committee. The same
committee also approved the employee share option schemes for Swisscom Ltd and the Group
companies. This committee was dissolved as of 1 January 2011. As from 2011, the committee’s
duties and responsibilities are carried out by the Board of Directors. For further information on
the Personnel and Organisation Committee, please refer to the report on Corporate Governance.
Remuneration paid to members of the Board of Directors and the Group Executive Board
The Board of Directors defines the remuneration for each member of the Board of Directors and
the CEO, as well as the total remuneration for the Group Executive Board, based on the remuneration
regulations for the members of the Board of Directors, the directives approved by the Remuneration
Committee for the variable performance-related component for the members of the
Group Executive Board and the preliminary guidance issued by the Remuneration Committee. The
Remuneration Committee decides on the individual remuneration for the other members of the
Group Executive Board at its own discretion within the framework of the total remuneration
defined by the Board of Directors.
Remuneration Committee
The Remuneration Committee is chaired by the Deputy Chairman of the Board of Directors, Richard
Roy. The other members are the chairmen of the Finance Committee (Torsten G. Kreindl), Personnel
und Organisation Committee (Felix Rosenberg) and Audit Committee (Othmar Vock). As Chairman
of the Board of Directors, Anton Scherrer attends committee meetings but has no voting rights.
The committee convened three times during the 2010 business year. All members were present
at the meetings, each of which lasted approximately two hours. The CEO and CPO (Chief Personnel
Officer) regularly attend the meetings. They act in an advisory capacity unless the agenda items
concern the Board of Directors or themselves. The meetings are minuted. The chairman submits
a regular report on the activities of the committee to the Board of Directors.