Corporate governance Compensation report
Compensation report Mobimo’s compensation plans are designed to ensure that the company can recruit, motivate and retain suitably qualified managers. The compensation report is drawn up in line with the Ordinance Against Excessive Compensation in Listed Companies (OaEC) of 20 November 2013, the SIX Swiss Exchange Directive Corporate Governance (DCG) and the principles of the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse. This compensation report sets out the mechanisms used to determine the compensation and profit-sharing plans of the Board of Directors and Executive Board, along with the key provisions of the Articles of Association. The Articles of Association are available at www.mobimo.ch under Investors > Corporate governance > A rticles of Association. It also provides a comparison of the compensation approved by the General Meeting and the compensation actually paid.
Compensation of the Board of Directors
takes account of the activities actually undertaken and functions occupied by each member. Compensation is paid to the members of the Board of Directors plus the employer’s share of social insurance contributions. The members of the Board of Directors do not receive any performance-related compensation based on shortterm performance. Instead, they share in the company’s long-term success by receiving a fixed percentage of their compensation in the form of shares. The shares received as part of compensation are subject to a vesting period. Approval by the General Meeting
The maximum total amount of compensation payable to the Board of Directors must be approved annually in advance by the General Meeting for the period until the end of the next Ordinary General Meeting. If the total amount of compensation payable to the Board of Directors is not approved, the Board of Directors may either submit a new proposal to the same General Meeting or convene an Extraordinary General Meeting at which it will submit a new proposal for the total amount.
Principles
Article 22 of the Articles of Association governs the compensation of the Board of Directors. The members of the Board of Directors are entitled to compensation commensurate with their activities and to reimbursement of their expenses incurred in performing their duties in the interest of the company. All members of the Board of Directors are compensated on the basis of the same principles. The compensation model for members of the Board of Directors is modular in structure and
Modular fixed compensation of the Board of Directors
The compensation of members of the Board of Directors consists of various modules depending on the relevant member’s activities. It comprises a fixed basic compensation amount, plus fixed supplements for additional activities carried out and functions occupied. The basic compensation is CHF 70,000 per year for each member of the Board of Directors. With effect from the 2019 Annual General Meeting, the Board of Directors significantly reduced the fixed supplements for additional activities.
Compensation of the Board of Directors, effective from AGM 2019 Member of the Board: TCHF 70 Chair of the Board: + TCHF 130
46
Real Estate Committee
Audit and Risk Committee
Nomination and Compensation Committee
Member: + TCHF 55
Member: + TCHF 35
Member: + TCHF 15
Chair: + TCHF 20
Chair: + TCHF 20
Chair: + TCHF 20
Mobimo Annual Report 2020
