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Shareholders' Letter

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Base emoluments and<br />

functional allowances<br />

Meeting<br />

Cash compensation Share-based attendance<br />

2009, in CHF thousand payment fees Total 2009<br />

Anton Scherrer 334 186 71 591<br />

Fides P. Baldesberger 1 30 13 5 48<br />

Hugo Gerber 2 98 54 18 170<br />

Michel Gobet 98 54 16 168<br />

Torsten G. Kreindl 114 63 20 197<br />

Hansueli Loosli 3,4 64 44 8 116<br />

Catherine Mühlemann 98 54 17 169<br />

Felix Rosenberg 145 81 22 248<br />

Richard Roy 114 63 21 198<br />

Othmar Vock 112 63 25 200<br />

Total compensation to members of the Board of Directors 1,207 675 223 2,105<br />

1 Resigned as of 21 April 2009.<br />

2 In addition, a cash compensation of CHF 9,000 was paid as member of the Board of Directors of Worklink AG, in charge from 1 April 2009.<br />

3 Elected as of 21 April 2009.<br />

4 Cash compensation is paid to Coop.<br />

The compensation plan provides for basic emoluments for the Chairman of the Board of Directors<br />

of CHF 385,000 net, and of CHF 110,000, net, for the other Board members. Additional fees are<br />

also paid for specific duties (functional allowances). Each member of a Board Committee is entitled<br />

to compensation of CHF 10,000 net. Accordingly, each member of the Board Committees Finances,<br />

Human Resources and Organisation as well as Audit is entitled to an emolument of CHF 10,000<br />

net. In addition, the Vice-Chairman and the Chairmen of the Board committees are entitled to<br />

compensation of CHF 20,000 net and the representative of the Swiss Confederation receives an<br />

additional CHF 40,000 net for special duties related to his function. Meeting attendance fees are<br />

also paid (half a day: CHF 500 net / whole day: CHF 750 net). Out-of-pocket expenses are reimbursed<br />

on the basis of actual costs incurred. No significant non-cash benefits are paid.<br />

The members of the Board of Directors are obligated to draw 25% of their basic emoluments<br />

including functional allowances in the form of equity shares, whereby Swisscom augments the<br />

amount to be invested in shares by 50%. In this manner, the compensation (excluding meeting<br />

attendance fees) is made up of a two-thirds cash portion and one-third equity share portion. The<br />

shares are allocated on the basis of their value accepted for tax purposes – rounded up to the next<br />

whole number of shares – and are subject to a three-year retention period. The shares which are<br />

allocated in April of each reporting year are recorded at their market value as of the acquisition<br />

date if purchased (usually three weeks before allocation) or at the market value on the date of allocation<br />

if treasury shares are allocated. In April 2010, a total of 1,712 shares were allocated to the<br />

members of the Board of Directors (prior year: 2,119 shares) for a tax value of CHF 328 per share<br />

(prior year: CHF 265). Their market value was CHF 392 per share (prior year: CHF 316).<br />

As regards the disclosure of non-cash benefits and expenses, these are dealt from a tax point of<br />

view, such that neither non-cash benefits nor expenses are included in reported compensation.<br />

No compensation was paid to former members of the Board of Directors in connection with their<br />

earlier activities as a member of a governing body of the Company and which is not at arm’s length.<br />

The compensation disclosed does not include the employer’s share of social security contributions<br />

in particular for old age, accident and unemployment insurance. The social security contributions<br />

for the Board of Directors in 2010 totalled CHF 0.2 million (prior year: CHF 0.2 million).<br />

218 | 219<br />

Financial statements of Swisscom Ltd<br />

Notes to financial statements

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