Annual Report 2010/11 - Sonova

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64 Maarten Barmentlo GVP Marketing MAArTEn BArMEnTLO (born in 1967, Dutch citizen) joined the Sonova Group as Group Vice President Marketing in January 2011. Before joining Sonova, he served as Senior Vice President and General Manager for MrI (Magnetic resonance Imaging) Systems at Philips Healthcare in the netherlands. Maarten Barmentlo gained over 20 years of working experience within Philips covering a variety of functional areas and Business units in the netherlands and in the uS. He was responsible in various global management positions for areas such as domestic appliances, personal care, oral health care, as well as in other consumer and professional healthcare categories. He started his career in Corporate research at Philips. Maarten Barmentlo received a Master in Physics from utrecht university in the netherlands and was awarded a PhD in Physics from Leiden university in the netherlands for a dissertation in the field of non-linear optics. Hans Mehl GVP Operations HAnS MEHL (born in 1959, German citizen) was appointed Group Vice President Operations of Sonova in April 2007. Before joining Sonova, he held various international leadership positions in the netherlands, Singapore, uSA and Switzerland within the Siemens Group. In his last position Hans Mehl acted as Co-Division Head of fire and Security business at Building Technologies in Zug, Switzerland. Between 2000 and 2003, he was CfO of Global Health Services at Medical Group in Philadelphia, uSA. Before that he was a member of the executive management of Siemens Audiology Group. Hans Mehl completed his education in business administration in Germany. Other activities and vested interests none of the members of the Management Board holds any position in a governing or supervisory body of any important private or public sector organization, institution or foundation; any permanent management or consultancy position with an important interest group; or any public or political office. Management contracts The Board of Directors and the Management Board conduct business directly and have not delegated any management tasks to companies outside the company.
COmPenSatiOn and SharehOldingS – compensation report OVErVIEW The compensation report describes the compensation system in place at Sonova, the elements and general principles that make up this system as well as the bodies responsible for setting compensation. The report also provides details on the compensation paid to the Board of Directors and the Management Board in financial year 2010/11. The compensation report reflects the requirements found under item 5 of the Annex to the Directive on Information relating to Corporate Governance (Directive Corporate Governance, DCG) published by the SIX Swiss Exchange on October 29, 2008. This compensation report also contains information pursuant to Articles 663b bis and 663c para. 3 of the Swiss Code of Obligations. This information is also provided in note 2.5 of the financial Statements of Sonova Holding AG, beginning on page 153. More participation rights for shareholders recently, there has been growing interest in the idea of “say on pay”. This can be attributed in part to the debate triggered by the Minder Initiative and the counter-proposals presented in Parliament, but also to the initiative launched by the Ethos foundation. The issue at hand: unlike a diverse range of other laws, Swiss law does not grant any voting rights to shareholders when it comes to compensation. The Swiss Code of Best Practice for Corporate Governance from economiesuisse recommends involving shareholders in the debate on the compensation system at the General Shareholders’ Meeting in an appropriate form. The company attaches great importance to having a compensation system that is transparent, understood, and accepted by share holders. At this year’s General Shareholders’ Meeting, the Board of Directors will submit a first-time proposal to shareholders to hold a consultative vote on the compensation report and thus on the compensation system. The consultative vote is not binding, leaving the ultimate decision on compensation in the hands of the Board of Directors. The Board of Directors will take the results of the consultative vote into consideration when structuring the compensation system in the future. Standards and principles The most important principle of Sonova’s compensation system is to provide simple, transparent, performancedriven, and competitive compensation to all employees including executive management. In particular, the compensation system and its underlying principles are COMPEnSATIOn rEPOrT designed to attract and retain highly qualified and successful employees so that we can reach our strategic goals. It also aims to encourage and reward personal contributions and individual performance in line with company values. The nomination and Compensation Committee is responsible for reviewing and defining the structure and amount of compensation for the Management Board and the Board of Directors, taking into account salary comparisons and publicly accessible information. Last year, the members of the Committee, who are appointed by the Board of Directors, were Andy rihs (Chairman), robert f. Spoerry, and William D. Dearstyne. for the new financial year, the Committee is made up of robert f. Spoerry, William D. Dearstyne, and John Zei, with William D. Dearstyne ap pointed as Chairman on May 10, 2011. The primary task of the Committee, along with reviewing and revising the compensation systems and salaries, is selecting suitable candidates for election to the Board of Directors, to the position of the CEO, and, upon the recommendation of the CEO, nominating candidates for appointment to the Management Board. The nomination and Compensation Committee submits the relevant proposals and nominations to the Board of Directors. The Committee meets at least three times a year. The Committee met four times in financial year 2010/11. All employees, including executive managers, are subject to a formal performance review process. This process is ba sed on various guiding principles designed to align individual, team and corporate goals, provide performancedriven incentives and promote personal development. The compensation structures at Sonova link individual performance to the financial success of the company. The annual employee performance review affects both the fixed base salary and the variable compensation. The base salary is determined by the individual’s function and performance as well as the salary budget, which is influenced by Sonova’s economic situation. All employees’ compensation is reviewed annually and based on reference values for the total compensation paid to individuals working in similar positions at similar companies. An employee, for example, who meets the agreed performance goals, generally receives a total compensation package commensurate with the market average – based on the compensation paid at reference companies. 65
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THE HEARING CARE COMPANY All the So
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highLightS & Key figureS - New sale
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02 Foreword 06 Sonova Group 16 Hear
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from 2002 to 2004 and subsequently
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eaKinG barrierS - with talent and t
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ON THE WAY TO BECOMING A GLOBAL HEA
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and a global distribution network e
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THE SONOVA GROUP No hearring loosss
Page 17 and 18: Better hearing for people with norm
Page 19 and 20: StraiGHt From real liFe - cowboy ha
Page 21 and 22: THE HEARING INSTRUMENT MARKET - CON
Page 23 and 24: THE PHONAK SPICE GENERATION - THE S
Page 25 and 26: WIDE RANGE OF HEARING INSTRUMENTS T
Page 27 and 28: LYRIC - THE “CONTACT LENS FOR THE
Page 29 and 30: Sonova is investing heavily in the
Page 31 and 32: Eight years later, Evelyn almost co
Page 33 and 34: THE HEARING IMPLANTS SEGMENT In the
Page 35 and 36: The considerable strategic importan
Page 37 and 38: ABOUT ADVANCED BIONICS Advanced Bio
Page 39 and 40: worKinG - and communicating safely
Page 41 and 42: EMPLOYEES FOCUS ON PEOPLE One of th
Page 43 and 44: ISO 9001:2000 and 13485:2003 certif
Page 45 and 46: The key environmental data shown in
Page 47 and 48: ENVIRONMENTAL MANAGEMENT AT THE ST
Page 49 and 50: CAMBODIA - BETTER OPPORTUNITIES FOR
Page 51 and 52: Better hearing - better success at
Page 53 and 54: in critical moments. As a consequen
Page 55 and 56: CrOSS-SHArEHOLDInGS Sonova Holding
Page 57 and 58: BOArD Of DIrECTOrS The primary duty
Page 59 and 60: Andy rihs Co-founder, non-executive
Page 61 and 62: onald van der Vis non-executive mem
Page 63 and 64: AuDIT COMMITTEE The members of the
Page 65 and 66: Alexander Zschokke Interim CEO, GVP
Page 67: Dr Hans Leysieffer GVP research & D
Page 71 and 72: The shares/rSus have a blocking per
Page 73 and 74: COMPEnSATIOn TO MEMBErS Of THE MAnA
Page 75 and 76: SHArEHOLDInGS Of MEMBErS Of THE BOA
Page 77 and 78: The following table shows the detai
Page 79 and 80: CHAnGES Of COnTrOL AnD DEfEnSE MEAS
Page 81 and 82: COMPEnSATIOn rEPOrT inveStOrS at SO
Page 83: develOPing SPeeCh CaPaBilitieS - mo
Page 86 and 87: 82 Financial Review - setting the c
Page 88 and 89: 84 SALES in CHF m EBITA in CHF m 1,
Page 90 and 91: 86 SUBSTANTIAl INVESTMENTS IN INNoV
Page 92 and 93: 88 AdVANCEd BIoNICS RESUMES SAlES I
Page 94 and 95: 90 5 year key Figures (Consolidated
Page 96 and 97: 92 Consolidated Income Statements 1
Page 98 and 99: 94 Consolidated Cash Flow Statement
Page 100 and 101: 96 NoTeS To THe CoNSoLIdATed FINANC
Page 102 and 103: 98 INveSTMeNTS IN JoINT veNTuReS In
Page 104 and 105: 100 LeASING Assets that are held un
Page 106 and 107: 102 SeGMeNT RePoRTING operating seg
Page 108 and 109: 104 3.5 derivative financial instru
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
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114 Deferred tax assets and (liabil
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116 11. cash and cash equivalents 1
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118 14. other receivables and prepa
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120 the increase in property, plant
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122 1,000 cHf 31.3.2010 Cost Goodwi
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124 20. Provisions 1,000 cHf 31.3.2
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126 23. non-current financial liabi
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128 foreign currency sensitivity an
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130 the following table summarizes
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132 caPital RisK manaGement it is t
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134 the annual General shareholders
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136 28. Related party transactions
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138 Amounts recognized in the incom
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140 30. Employee share option and s
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142 The fair value of options/warra
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144 Changes in outstanding shares/R
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146 36. list of significant consoli
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148 REPORT OF THE STATuTORY AuDITOR
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150 Income Statements 1,000 CHF Not
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152 NOTES TO THE FINANCIAL STATEmEN
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154 Executive Equity Award Plan The
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156 Compensation to the management
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158 The following table shows the d
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160 Warrants EEAP 10 2) Warrants/ o
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162 Company name Activity Domicile
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164 Appropriation of Available Earn
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166 REPORT OF THE STATUTORy AUDITOR
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Disclaimer This report contains for
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Annual Report 2010/11 - Sonova

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