Annual Report 2010/11 - Sonova
Annual Report 2010/11 - Sonova Annual Report 2010/11 - Sonova
156 Compensation to the management Board Total compensation to the management Board consists of a fixed and variable salary component, additional benefits, social benefits (employer’s contributions) and participation in the Executive Equity Award Plan (solely with entitlement to receive warrants/options). The following table shows the compensation granted to the CEO (highest compensation) and the other members of the management Board in the year under review and in the previous year: in CHF 2010/11 Fixed salary Variable salary 1) Fringe benefits Social benefits (employer’s contribution) 2) Total cash compen- sation 1)/2) Value of warrants 3) Number of warrants 3) granted Total compensation 2) Dr Valentin Chapero Rueda, CEO4) Other members of the Management 1,500,000 521,976 16,000 404,789 2,442,765 672,960 700,125 3,115,725 Board5) 2,396,409 1,008,930 162,315 687,055 4,254,709 3,616,515 3,762,500 7,871,224 Total 3,896,409 1,530,906 178,315 1,091,844 6,697,474 4,289,475 4,462,625 10,986,949 1) The variable salary will be paid out after the end of the reporting year. 2) Including social security contributions on the tax value of options/warrants exercised during the reporting period. 3) Exercise ratio between warrants and options: 25:1 (see also Note 30 in the consolidated financial statements). 4) Dr Valentin Chapero Rueda was CEO until march 30, 2011. 5) Oliver Walker was a member of the management Board until march 30, 2011, Cameron Hay until November 30, 2010. in CHF 2009/10 Fixed salary Variable salary 1) Fringe benefits Social benefits (employer’s contribution) 2) Total cash compen- sation 1)/2) Value of warrants 3) Number of warrants 3) granted Total compensation 2) Dr Valentin Chapero Rueda, CEO Other members of the Management 1,185,597 1,866,830 16,000 439,010 3,507,437 3,507,437 Board4) 2,470,164 1,539,756 194,715 805,980 5,010,615 4,888,603 4,432,500 9,899,218 Total 3,655,761 3,406,586 210,715 1,244,990 8,518,052 4,888,603 4,432,500 13,406,655 1) The variable salary will be paid out after the end of the reporting year. 2) Including social security contributions on the tax value of options/warrants exercised during the reporting period. 3) Exercise ratio between warrants and options: 25:1 (see also Note 30 in the consolidated financial statements). 4) Elmar Götz was member of the management Board until January 2010.
FINANCIAL STATEmENTS OF SONOVA HOLDING AG 157 ADDITIONAL PAymENTS TO mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD One member of the Board of Directors has a consulting contract with the Sonova Group through a company he controls and is remunerated accordingly. These services are related to specific assignments, going beyond regular Board tasks, that he was given by the Sonova Group. In the year under review, this member of the Board of Directors received CHF 72,644 for providing consulting services. Besides these payments, neither in the reporting period nor in the previous year were fees paid for additional services on top of the ordinary compensation, any loans awarded or guarantees given to members of the Board of Directors or the management Board and persons closely linked to them. PAymENTS TO FORmER mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD Severance packages are generally not granted at Sonova. The payments made upon resignation of Dr Valentin Chapero Rueda and Oliver Walker satisfy only the respective contractual terms. The principles underlying the variable compensation of Dr Valentin Chapero Rueda and Oliver Walker for the financial year 2010/11 were not affected by their resignation. However, since the agreed performance targets were not met, variable compensation was below prior year levels. No additional payments beyond what had been contractually agreed were made. The regulations stipulate that titles (warrants/ options) granted under the Executive Equity Award Plan and vested during the notice period can be exercised or sold up to 60 days after the notice period has expired. Titles that are vested only after the notice period has expired are forfeited. Besides these payments, neither in the reporting period nor in the previous year, were additional payments made, any loans awarded, guarantees, or severance packages given to former members of the Board of Directors or the management Board or persons closely linked to them. SHAREHOLDINGS OF mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD Shareholdings of the Board of Directors As of march 31, 2011, the members of the Board of Directors and persons closely linked to them held directly and indirectly 6,371,908 Sonova shares (9.6% of total share capital), 39,000 options, 6,000,000 warrants, 1,237,500 Warrant Appreciation Rights, and 3,000 Share Appreciation Rights. The following table shows the shareholdings of the individual members of the Board of Directors and persons closely linked to them: 31.3.2011 31.3.2010 Shares Warrants 1) Options Shares Warrants 1) Options Andy Rihs 6,309,598 1,250,000 3,000 7,059,100 1,000,000 24,000 William D. Dearstyne 32,300 987,5002) 3,0003) 20,300 1,000,0002) 24,0004) Heliane Canepa 18,010 1,250,000 12,000 15,010 1,000,000 15,000 Robert F. Spoerry 10,000 1,250,000 12,000 10,000 1,000,000 24,000 Dr Michael Jacobi 2,000 1,250,000 12,000 2,000 1,000,000 15,000 Anssi Vanjoki 500,000 250,000 Ronald van der Vis 500,000 250,000 John J. Zei 250,0002) Total 6,371,908 7,237,500 42,000 7,106,410 5,500,000 102,000 1) Exercise ratio between warrants and options: 25:1 (see also Note 30 in the consolidated financial statements). 2) WARs (WARs grant the right to participate in the appreciation of the Sonova shares without issuance of shares). 3) SARs (SARs grant the right to participate in the appreciation of the Sonova shares without issuance of shares). 4) Thereof 12,000 SARs (SARs grant the right to participate in the appreciation of the Sonova shares without issuance of shares).
- Page 110 and 111: 106 3.7 Restatement of prior year
- Page 112 and 113: 108 Consolidated Changes in Equity
- Page 114 and 115: 110 5. segment information segment
- Page 116 and 117: 112 6. other expenses, net 1,000 ch
- Page 118 and 119: 114 Deferred tax assets and (liabil
- Page 120 and 121: 116 11. cash and cash equivalents 1
- Page 122 and 123: 118 14. other receivables and prepa
- Page 124 and 125: 120 the increase in property, plant
- Page 126 and 127: 122 1,000 cHf 31.3.2010 Cost Goodwi
- Page 128 and 129: 124 20. Provisions 1,000 cHf 31.3.2
- Page 130 and 131: 126 23. non-current financial liabi
- Page 132 and 133: 128 foreign currency sensitivity an
- Page 134 and 135: 130 the following table summarizes
- Page 136 and 137: 132 caPital RisK manaGement it is t
- Page 138 and 139: 134 the annual General shareholders
- Page 140 and 141: 136 28. Related party transactions
- Page 142 and 143: 138 Amounts recognized in the incom
- Page 144 and 145: 140 30. Employee share option and s
- Page 146 and 147: 142 The fair value of options/warra
- Page 148 and 149: 144 Changes in outstanding shares/R
- Page 150 and 151: 146 36. list of significant consoli
- Page 152 and 153: 148 REPORT OF THE STATuTORY AuDITOR
- Page 154 and 155: 150 Income Statements 1,000 CHF Not
- Page 156 and 157: 152 NOTES TO THE FINANCIAL STATEmEN
- Page 158 and 159: 154 Executive Equity Award Plan The
- Page 162 and 163: 158 The following table shows the d
- Page 164 and 165: 160 Warrants EEAP 10 2) Warrants/ o
- Page 166 and 167: 162 Company name Activity Domicile
- Page 168 and 169: 164 Appropriation of Available Earn
- Page 170 and 171: 166 REPORT OF THE STATUTORy AUDITOR
- Page 173 and 174: Disclaimer This report contains for
FINANCIAL STATEmENTS OF SONOVA HOLDING AG 157<br />
ADDITIONAL PAymENTS TO mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD<br />
One member of the Board of Directors has a consulting contract with the <strong>Sonova</strong> Group through a company he controls and<br />
is remunerated accordingly. These services are related to specific assignments, going beyond regular Board tasks, that<br />
he was given by the <strong>Sonova</strong> Group. In the year under review, this member of the Board of Directors received CHF 72,644<br />
for providing consulting services.<br />
Besides these payments, neither in the reporting period nor in the previous year were fees paid for additional services<br />
on top of the ordinary compensation, any loans awarded or guarantees given to members of the Board of Directors or the<br />
management Board and persons closely linked to them.<br />
PAymENTS TO FORmER mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD<br />
Severance packages are generally not granted at <strong>Sonova</strong>. The payments made upon resignation of Dr Valentin Chapero<br />
Rueda and Oliver Walker satisfy only the respective contractual terms. The principles underlying the variable compensation<br />
of Dr Valentin Chapero Rueda and Oliver Walker for the financial year <strong>2010</strong>/<strong>11</strong> were not affected by their resignation.<br />
However, since the agreed performance targets were not met, variable compensation was below prior year levels. No additional<br />
payments beyond what had been contractually agreed were made. The regulations stipulate that titles (warrants/<br />
options) granted under the Executive Equity Award Plan and vested during the notice period can be exercised or sold up to<br />
60 days after the notice period has expired. Titles that are vested only after the notice period has expired are forfeited.<br />
Besides these payments, neither in the reporting period nor in the previous year, were additional payments made, any<br />
loans awarded, guarantees, or severance packages given to former members of the Board of Directors or the management<br />
Board or persons closely linked to them.<br />
SHAREHOLDINGS OF mEmBERS OF THE BOARD OF DIRECTORS AND THE mANAGEmENT BOARD<br />
Shareholdings of the Board of Directors<br />
As of march 31, 20<strong>11</strong>, the members of the Board of Directors and persons closely linked to them held directly and indirectly<br />
6,371,908 <strong>Sonova</strong> shares (9.6% of total share capital), 39,000 options, 6,000,000 warrants, 1,237,500 Warrant Appreciation<br />
Rights, and 3,000 Share Appreciation Rights.<br />
The following table shows the shareholdings of the individual members of the Board of Directors and persons closely<br />
linked to them:<br />
31.3.20<strong>11</strong> 31.3.<strong>2010</strong><br />
Shares Warrants 1) Options Shares Warrants 1) Options<br />
Andy Rihs 6,309,598 1,250,000 3,000 7,059,100 1,000,000 24,000<br />
William D. Dearstyne 32,300 987,5002) 3,0003) 20,300 1,000,0002) 24,0004) Heliane Canepa 18,010 1,250,000 12,000 15,010 1,000,000 15,000<br />
Robert F. Spoerry 10,000 1,250,000 12,000 10,000 1,000,000 24,000<br />
Dr Michael Jacobi 2,000 1,250,000 12,000 2,000 1,000,000 15,000<br />
Anssi Vanjoki 500,000 250,000<br />
Ronald van der Vis 500,000 250,000<br />
John J. Zei 250,0002) Total 6,371,908 7,237,500 42,000 7,106,410 5,500,000 102,000<br />
1) Exercise ratio between warrants and options: 25:1 (see also Note 30 in the consolidated financial statements).<br />
2) WARs (WARs grant the right to participate in the appreciation of the <strong>Sonova</strong> shares without issuance of shares).<br />
3) SARs (SARs grant the right to participate in the appreciation of the <strong>Sonova</strong> shares without issuance of shares).<br />
4) Thereof 12,000 SARs (SARs grant the right to participate in the appreciation of the <strong>Sonova</strong> shares without issuance of shares).