Annual Report 2005 - Walter Meier

Corporate Governance
5. Compensation, participation programs, and loans
5.1 Content and method of determining compensation
and participation programs
Decisions regarding compensation, participation programs, and
loans to the Board of Directors, the remuneration of the Chairman
of the Board, and fees payable to Greentec AG, are made by the
Board of Directors.
The Chairman of the Board of Directors approves the salaries of
the members of Group Management and informs the Board of
Directors accordingly.
On April 24, 2002, the Board of Directors enacted an option plan
for managerial employees and members of the Board of Directors.
The option plan expired on March 31, 2005, without being
exercised.
5.2 Compensation of active members of governing bodies
The total compensation paid to the members of Group Management
for their services in reporting year 2005 was CHF 2.0 million.
The total compensation paid to the members of the Board of
Directors in the same period was CHF 1.5 million. Of this total,
CHF 1.3 million was paid to the Chairman of the Board of Directors
in his active function.
5.3 Compensation of former members of governing bodies
In the reporting year, severance payments of CHF 0.2 million
were granted and paid to former members of Group Management.
5.4 Allocation of shares in the reporting year
No shares were allocated in the reporting year to members of
the Board of Directors, Group Management, or parties related to
them.
5.5 Share ownership
On December 31, 2005, the members of Group Management
and parties related to them held a total of 3 913 -A- registered
shares. The members of the Board of Directors and parties related
to them held either directly or indirectly a total of 480 895 -A-
registered shares and 3 300 000 -B- registered shares.
5.6 Options
The option plan enacted by the Board of Directors on April 24,
2002, expired on March 31, 2005, because the minimum share
price of CHF 125.00 was not attained.
5.7 Additional fees and remuneration
Neither the members of the Board of Directors or of Group
Management, nor any persons related to them, received during
the reporting year any fees or other remuneration for additional
services to WMH or any of its subsidiary or affiliated companies.
5.8 Loans to members of governing bodies
No loans or guarantees in favor of members of governing bodies
were made or promised during the reporting year.
5.9 Highest total compensation
The highest total remuneration to any single member of the
Board of Directors was CHF 1.4 million. This was paid to the
Chairman of the Board of Directors who, in addition to his fee
of CHF 55 000 as Chairman, also received compensation for his
active function in managing the company.