Annual Report - Sonova Holding AG

Management Board
The Management Board is responsible for the operational
management of the company. Furthermore, it prepares for and
later executes decisions made by the Board of Directors. With
the revision of Phonak’s Organizational Regulations on May 25,
2005, a new management body was created: the “Management
Board”. This replaces the previous “Group Executive Management”.
According to the Organizational Regulations of Phonak, the
Management Board consists of at least four members, with other
members added to suit strategic requirements. The Management
Board is appointed by the Board of Directors, as recommended by
the Chief Executive Officer (CEO).
Compensation, Shareholdings, and Loans
Members of the Board of Directors receive a fixed payment
and participation in the company’s option plan as compensation.
Members of the Management Board receive a performancerelated
compensation package, including a fixed basic salary, a
performance-based bonus payment, and options. The compensation
of the Board of Directors and the Management Board does
not provide for the distribution of shares.
The remuneration of the members of the Board of Directors
as well as the Management Board is determined and periodically
reviewed by the Board of Directors as proposed by the Nomination
and Compensation Committee.
During the reporting period, there were no honorariums
paid for additional services above the ordinary remuneration nor
were any loans awarded or guarantees given to members of
the Board of Directors, members of the Management Board or
to any parties closely linked to these governing bodies.
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Corporate Governance
Compensation to members of the Board of Directors and
the Management Board
Total remuneration (incl. employer’s contribution) of the
Board of Directors of Phonak Holding AG in the financial year
2005/06 amounted to CHF 0.6 million (previous year CHF 0.6
million).
The following table shows the remuneration in the form of
fixed payment and options granted to the individual members of
the Board of Directors in the financial year 2005/06.
Member of the Board of Directors Payment in CHF Options granted
Andy Rihs 152,451 12,000
William D. Dearstyne 86,458 12,000
Dr. h.c. Daniel Borel 82,265 12,000
Heliane Canepa 84,894 12,000
Dr. Michael Jacobi 82,765 12,000
Robert F. Spoerry 82,830 12,000
Total 571,663 72,000
Total remuneration (incl. employer’s contribution) of the
members of the Management Board in the financial year
2005/06 amounted to CHF 3.9 million (previous year CHF 4.1
million).
Additional severance payments to former members of the
Board of Directors and the Management Board
In the financial year 2005/06, an additional severance payment
of CHF 989,000 was made to a former member of the
Management Board who gave up his function during the period
under review.