Annual Report 2010/11 - Sonova

Annual Report 2010/11 - Sonova Annual Report 2010/11 - Sonova

02.12.2012 Views

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).

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).

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