2013/2014 Compensation report
Transcrição
2013/2014 Compensation report
Helvetia Holding AG 2013/2014 Compensation report (Pursuant to the Ordinance Against Excessive Compensation (VegüV)) Your Swiss insurer. 2013/2014 Compensation report of Helvetia Holding AG (pursuant to the Ordinance Against Excessive Compensation (VegüV)) In contrast to the compensation report in the annual report (IFRS basis), Helvetia Group Holding AG’s compensation report (pursuant to the Ordinance Against Excessive Compensation (VegüV)) for shareholders and interested third parties consists of three parts: – A first section describes the general principles and key elements and criteria of the compensation concept and participation rights as well as the loan terms and conditions for members of the Board of Directors and the Executive Management. It provides an overview of the philosophy, guiding principles and processes pertaining to compensation that apply across all operational and management levels. – The application of the general principles in the reporting year and the specific payments are clearly explained in a second part. – Finally, the third part goes beyond the annual report to deal with the compensation amounts to be decided by the Shareholders’ Meeting. All three parts comply with the requirements of the Corporate Governance Guidelines, the “Swiss Code of Best Practice for Corporate Governance”, the FINMA (Swiss Financial Market Supervisory Authority) Circular 2010/1 on “Remuneration Schemes”, the Swiss Code of Obligations as well as the Ordinance Against Excessive Compensation in Swiss Listed Companies (VegüV) of 20 November 2013 which entered into force on 1 January 2014. 3 1. General compensation principles Helvetia salary model Board of Directors 1.1. Principles Helvetia Group applies a multi-level and yet transparent compensation system for all employees in Switzerland as well as its governing and executive bodies (Board of Directors and Executive Management; there are no advisory boards, etc.). As shown below, this system is composed of fixed and Group Executive Management/CEO All employees (Switzerland) Fixed component Variable component Basic salary/basic Long-term compensation Results-based Individual target compensation component (LTC) as % of compensation as % of achievement as % of basic salary/basic basic salary basic salary variable compensation components. At Helvetia, compensation is compensation deliberately designed so that Board of Directors: Long-term investment – it is simple, transparent and comprehensible, and fair and standard basic instrument (shares) appropriate for the members of the Board of Directors and Executive Management, and for all managers and employees. Those who do good work should also be paid well; – it takes account of the responsibility carried by the function holder, the quality of his or her work and the effort and time involved in carrying out the work; – there is an appropriate relationship between the fixed and variable salary components to ensure that the variable compensation is not so high that it has a negative impact on employees’ risk tolerance and motivates them to focus on shortterm criteria only; compensation (exception: Chairman of Board of Directors) with allowances for serving on and chairing committees (cash). ExM and employees: Long-term investment Compensation paid Variable salary fixed compensation instrument (ExM only: dependent on general component based based on individual basis of calculation: business performance on personal target function (position, skills, shares, transfer of (cash) achievement (cash) responsibility, etc.) incl. ownership in shares fringe benefits (cash). or cash) The Board of Directors is in charge of general compensation issues and compensation models. – it is function-appropriate and shaped to a considerable extent It is supported in its work by the Nomination and Compensation Committee. A new feature by individual targets and the overall result of the company; resulting from the Ordinance Against Excessive Compensation in Swiss Listed Companies – it is reasonable and competitive compared to the salaries paid (VegüV) is that it is now mandatory for the Board of Directors to compile a compensation report, by other companies in the same labour market and business followed by the final approval of the compensation for the Board of Directors and the Executive sector; and Management by the Shareholders’ Meeting. Therefore no payment/share allocations may take – it is reasonable when the lowest and highest salaries within place prior to this date. Helvetia are compared. 4 5 competitors are also analysed. Publications by different interest Therefore, as of 2014, the Shareholders´ Meeting has the groups such as “Ethos”, information obtained from advisors following competencies in matters concerning compensation: a) Review of the compensation report and thus the principles specialising in personnel issues and audits, and articles that and conditions under which the compensation of the members appeared in the media also provide an important basis of the Board of Directors and the Executive Management are for comparison. determined. b)Approval of the following total amounts: – Fixed compensation to the Board of Directors for the period from the current Shareholders´ Meeting up to the next Shareholders´ Meeting (prospective). b) Variable compensation Board of Directors and the Group Executive Management – and component all Helvetia employees in Switzerland – are determined by the Nomination and Compensation Committee during the first quarter – Fixed compensation to the Executive Management for the of every year once the key figures for the past financial year are period from the 1 July following the current Shareholders´ available and on the basis of individual target achievement and Meeting up to 30 June of the next year (prospective). are submitted to the Board of Directors for the final approval of – Variable compensation to the Board of Directors for the past the Shareholders´ Meeting (total amounts Board of Directors and financial year (retrospective). The variable compensation components for members of the Executive Management). The Nomination and Compensation – Variable compensation to the Executive Management for the Committee uses a criteria matrix to assess the results-based past financial year (retrospective). target achievement; this matrix is discussed in detail below in The delineation of powers for compensation questions is defined conjunction with the long-term compensation component (LTC) in Appendix I of the organisational regulations: that has been in force since 2010. www.helvetia.com/en/gruppe/governance. a) Fixed compensation The Nomination and Compensation Committee defines the component principles on which compensation decisions are based. With regard to the Shareholders´ Meeting that takes place in April/May and the compensation periods beginning subsequently (Board of Directors: Shareholders’ Meeting to Shareholders’ Meeting, Executive Management: 1 July to 30 June), the Nomination and Compensation Committee reviews the compensation concepts to ensure that they are still appropriate and in line with the market and submits these to the Board of Directors and the Shareholders´ Meeting at which final approval will be granted for appropriate adaptations to be made to the total sum. Various documents are used as the basis for ensuring that the c) Other compensation Helvetia also offers employee benefits packages, which are component attractive in a market comparison, to all its employees and managerial staff. The employee benefits insurance provides employees and their dependants with the assurance that they will be financially secure on retirement or if they should become sick or disabled or in the event of death in a way befitting employees who work for a leading insurance company. Helvetia’s compensation systems as well as the employee benefits programmes, some of which can be optimised at an individual level, have proved their value; they are correct and fair, balanced and competitive, and the amounts that are paid can be justified at all times. fixed compensation components are appropriate and in line with the market. For example, renowned independent institutes are commissioned from time to time to prepare comparative studies that 6 can serve as a benchmark. The compensation reports of comparable 7 2. Compensation of the members of the Board of Directors and the Executive Management b) Variable compensation The variable compensation paid to a Board member is calculated based on a reference value of 30% of the fixed compensation. This reference value is multiplied by the extent of target achievement that applies to the LTC (for the calculation of the percentage of 2.1. The Board of Directors target achieved, see the explanations on the LTC below). The The compensation principles which are used for the Board of Board member is then allocated a prospective number of shares Directors, individual components of the compensation concept as (deferred shares) for this amount. The relevant share price is well as the procedure used for determining performance-related calculated as the average of the stock exchange prices for payments are set out in the compensation regulations approved Helvetia Holding shares for five consecutive trading days from by the full Board of Directors. the day on which the business result is announced. Ownership The compensation paid to the members of the Board of Directors of the resulting number of shares is transferred after three years. consists of the following simple and transparent components, When a director leaves the Board, the LTC is paid on a pro rata whereby the fixed cash component is the largest component basis up to the end of the month in which he or she leaves the by far: Board of Directors, in the case of newly appointed directors from the month of the Shareholders´ Meeting. Here, too, the deferred allocation of LTC shares applicable to each member of the Board a) Fixed compensation All members of the Board of Directors receive the same basic fixed of Directors takes place only after the approval of the total amount salary determined in advance, except for the Chairman whose by the Shareholders´ Meeting. salary is higher. The Chairman’s higher basic salary takes the Chairman’s greater involvement in the leadership and operational management of the company into account. The Vice-Chairman and the chairmen and members of the committees also receive c) Meeting attendance No attendance fee is paid. fees an allowance in addition to their basic remuneration. These payments take account of the responsibility and specific functions d) Expenses The members of the Board of Directors receive lump-sum expense of each of the individual Board members. The compensation for allowances of CHF 10,000 per member per year. These lump- each individual Board member calculated in this way is paid out sum expense allowances are included in the fixed compensation in cash. When a director leaves the Board during his or her term reported for the term of office and cover smaller expenses and travel of office, the fixed compensation is paid on a pro rata basis up expenses of the member of the Board of Directors within Switzerland. to the end of the month in which he or she leaves the Board of Costs for accommodation at the meeting location and for foreign Directors. A payment of the compensation established on this trips are paid by the company. basis is made only after the approval of the total amount by the Shareholders´ Meeting. e) Shares and options The variable compensation is paid to the members of the Board of Directors in the form of shares (see b). They do not participate in any employee share purchase plans. They also did not participate in any previous share option programmes. 8 9 f) Severance pay, loans and discounts No severance payments are granted. Loans are granted at usual Results-based This compensation component based on the annual result is market conditions. Board members also do not benefit from any compensation multiplied by the extent of target achievement, which in each case discounts (premium discounts, etc.) that are offered to Helvetia component (20% of is also used for establishing the results-based variable employees. fixed compensation): compensation for all employees in Switzerland. The resulting amount is paid out to the member of Executive Management in cash. The amount of the results-based compensation is based on 2.2. The Executive Management The compensation of the members of the Executive Management the operating result and the achievement of the budget goals set comprises the components described below: for the respective financial year with a special consideration of the processes in Switzerland. a) Fixed compensation The members of the Executive Management are paid fixed compensation in cash which is determined every year for the period from 1 July – 30 June of the following year by the Nomination and Compensation Committee and the total amount of which is approved by the Shareholders’Meeting. This compensation is determined on an individual basis in accordance with the aforementioned criteria and takes account of the function and level of responsibility of the individual member of Executive Management. It also includes all child or education allowances and anniversary bonuses. b) Variable compensation The definitive amount of the variable compensation, which must also be approved by the Shareholders´ Meeting before it is paid out, is dependent on the following three factors: Individual target This reference value is multiplied by the extent of achievement of achievement (20% of the personal targets agreed with the line manager in advance. fixed compensation): The result of this multiplication is paid out to the member of Executive Management in cash. The individual targets of a member of the Executive Management can include quantitative and/ or qualitative components and depend on his or her operational responsibility. Compensation for individual target achievement is due to the Executive Management member regardless of the general business result. Long-term results- This compensation component with a longer-term orientation based compensation is multiplied by the extent of the strategic target achievement. component (LTC; up to In contrast to the regular results-based compensation component, no more than 40% of the amount calculated in this way is not paid out to the Executive fixed compensation): Management member in cash, but in the form of a deferred claim to a certain number of shares. The relevant share price is calculated as the average of the stock exchange prices for Helvetia Holding shares for five consecutive trading days from the day on which the business result is announced. This number of shares is transferred to the ownership of the Executive Management member after three years either in the form of shares or as a cash payment based on the share price at that time, provided that there were no negative developments in this period that were triggered in the reporting year and can be attributed to the conduct of the Executive Management member in question. If the person in question leaves the Executive Management, his or her deferred claim lapses as follows: cancellation of all claims for the year in which notice was given, cancellation of one half of the claims for the first preceding year and no cancellation of any claims from the second preceding year. This concept establishes a direct link between the members of the Executive Management and the long-term development of the company in two ways: positive or negative share price trends over the three-year period and the possibility that the number of allocated shares can be reduced retroactively. 10 11 The extent of strategic target achievement (ranging between 0 There is an additional restriction for the LTC in that no deferred and 125%) is fixed annually during the first quarter following the shares are allocated if the Group as a whole reports a loss, and/ end of a financial year by the Nomination and Compensation or the solvency figures are insufficient. Committee of the Board of Directors on the basis of the following criteria. The Nomination and Compensation Committee also has The final extent of target achievement (LTC, results-based additional discretionary powers when fixing this percentage, component) as calculated by the Nomination and Compensation allowing it to take further criteria and an overall assessment into Committee of the Board of Directors, is multiplied by the account within the scope of the fixed upper limit of 125%: respective target values (percentage of the fixed compensation). – Profit: the reference figure is the annually reported Group profit The results-based component calculated in this way and the result for the period relative to the budget. of the individual target achievement together comprise the total – Growth: the reference figure is the growth in business volume variable compensation of the Executive Management. achieved in the sectors operated compared to the relevant market segment in the financial year. – Risk-adjusted return: the calculation is based on the return on equity (ROE) in the reporting year relative to the important c) Expenses and benefits in kind The reimbursement of expenses is governed by written regulations. The members of Executive Management are entitled to a Helvetia company car which they may also use for private purposes for a sector-relevant solvency figures. fixed fee. The employer does not grant any other benefits in kind. – Shareholder value: the reference figure is the performance of the Helvetia registered share compared with the performance of the DJ European Insurance SXIE (index of European insurance stocks). d) Shares and options The members of the Group Executive Management can, on a voluntary basis, acquire the maximum number of shares available to them under the employee share purchase plan. Compensation of the Executive Management The same conditions apply as for all other employees of Helvetia in Switzerland. For example, they also benefit from a discount of 16.038%, which is granted because these shares do not vest for Max. 40% 20% 20% Fixed remuneration (in cash) + 12 three years. 80% of fixed compensation 0– 12 5% 0– 125 % There have not been any share option programmes since 2003. e) Severance pay and loans No severance payments are granted. Loans are granted at usual employee conditions. 0 – 100% Variable remuneration Long-term compensation component (deferred shares) Results-based (cash) Individual target achievement (cash) 13 f) Pension benefits The benefits to which members of the Executive Management executive officers are entitled under occupational pension plans Compensation paid to the Board of Directors Fixed remuneration are in line with the model for internal pension regulations Variable remuneration in shares in shares Total remuneration applicable to all employees. In addition, the employer makes 2013 2012 2013 2012 2013 the standard matching contribution. The employer also finances in CHF in CHF in CHF in CHF in CHF in CHF 680,000 680,000 180,374 126,081 860,374 806,081 195,000 191,000 24,142 16,988 219,142 207,988 the option for members of the Executive Management to retire Erich Walser (Chairman) upon reaching the age of 60. These additional contributions are Doris Russi Schurter presented as part of the overall pension contributions made to members of the Executive Management. No extraordinary benefits were paid. (Vice-Chairwoman) 2012 Hans-Jürg Bernet (member) 170,000 164,000 24,142 16,988 194,142 180,988 Jean-René Fournier (member) 120,000 114,000 24,142 16,988 144,142 130,988 Paola Ghillani (member) 120,000 120,000 24,142 16,988 144,142 136,988 Christoph Lechner (member) 150,000 140,000 24,142 16,988 174,142 156,988 170,000 166,000 24,142 16,988 194,142 182,988 Herbert J. Scheidt (member) 150,000 148,000 24,142 16,988 174,142 164,988 of Directors and the Group Executive Management Pierin Vincenz (member) 150,000 144,000 24,142 16,988 174,142 160,988 in 2013 Total 1,905,000 1,867,000 373,510 John Martin Manser 3. The compensation paid to members of the Board (member) 261,985 2,278,510 2,128,985 The shares held by the members of the Board of Directors and persons closely related to them as of 31 December 2013 3.1. Compensation The members of the Board of Directors received fixed are listed in the following table. The members of the Board of paid to the Board compensation totalling CHF 1,905,000 for the reporting year. Directors did not take part in any option programmes. They do of Directors not participate in the employee share purchase plan. The fixed compensation includes all allowances and expenses set out in the compensation regulations. Subject to approval by the Shareholders´ Meeting, variable payment of CHF 373,510 in as of 31.12. the form of a total of 820 deferred shares at a stock exchange price of CHF 455.50 on 26 February 2014 was granted to the Board of Directors. These shares will pass to the ownership of the beneficiaries in three years. In the previous year, the members of the Board of Directors received fixed compensation of CHF 1,867,000 and variable compensation of CHF 261,985 paid in the form of a total of 694 deferred shares at a stock exchange price of CHF 377.50. Erich Walser (Chairman) Doris Russi Schurter (Vice-Chairwoman) Hans-Jürg Bernet (member) Jean-René Fournier (member) 2012 number number 2,237 2,237 719 719 1,008 1,008 20 20 Paola Ghillani (member) 164 164 Christoph Lechner (member) 363 363 John Martin Manser (member) 595 595 Herbert J. Scheidt (member) 14 2013 350 100 Pierin Vincenz (member) 2,200 2,200 Total 7,656 7,406 In addition to the ownership of shares as set out here, as of Compensation of the Executive Management 31 December 2013, the active members of the Board of Directors as of 31/12 have deferred claims to a total of 1,916 shares acquired under the LTC programme. Salaries and other short-term employee benefits: At the reporting date, a mortgage loan had been granted – fixed remuneration (incl. expenses allowances, child/education allowances, long service awards, company car) to Jean‑René Fournier for CHF 765,000 (previous year: CHF 765,000). In the reporting year, the loan, a fixed mortgage at normal customer conditions, earned interest at 2%. There are no other insurance contracts, loans or guarantees. Board members or persons closely related to them do not have any significant personal business relationships with Helvetia Group and also did not bill the Group for any relevant fees or other compensation relating to additional services. Resigning Board members did not receive any payments. 3.2. Compensation paid to the 2013 2012 in CHF in CHF 3,652,802 3,560,278 808,404 805,043 4,461,206 4,365,321 – – – Variable remuneration 1,416,539 1,313,512 –D eferred share-based compensation (LTC) acquired in the financial year2) 1,228,939 840,315 79,272 72,184 Total variable compensation 2,724,750 2,226,011 Total compensation 7,185,956 6,591,332 – employer contributions to pension funds on the fixed compensation Total fixed compensation paid – Share-based compensation1) –E mployer contributions to pension funds on the variable compensation The members of the Executive Management received fixed compensation including employer contributions to pension funds Executive totalling CHF 4,461,206 for the reporting year. The fixed Management compensation includes all allowances and expenses set out in 1) Includes the discount of 16.038% on share purchases under the voluntary share purchase plan. 2) Includes the value of the deferred shares granted under the LTC. the compensation regulations. Variable compensation, including employer contributions for pension funds on the variable As of 31 December 2013, the members of the Group Executive compensation, of CHF 2,724,750 was granted to the Executive Management and persons closely related to them held the shares Management – subject to approval by the Shareholders´ Meeting. listed in the following table, some of which were acquired under the In the previous year, members of the Executive Management employee share purchase plan and which have a vesting period of received fixed compensation of CHF 4,365,321 and variable three years from the purchase date. There is no share option plan. compensation of CHF 2,226,011. as of 31/12 Stefan Loacker Markus Gemperle 2012 number number 551 551 648 873 1,326 1,728 Ralph-Th. Honegger 980 980 Paul Norton 295 295 Wolfram Wrabetz 300 575 4,100 5,002 Phillip Gmür Total 16 2013 In addition to the ownership of shares as set out here, the active 3.3. Compensation The following table lists the total compensation paid to the members of the Group Executive Management have deferred paid to members members of the Board of Directors and the Group Executive claims to a total of 6,229 shares acquired under the LTC of the Board of Management: programme. Directors and the Group Executive Members of the Group Executive Management may conclude Management insurance contracts, loans and other services under the terms and conditions currently in effect for employees. At the reporting date, a mortgage loan had been granted to Philipp Gmür for Total compensation as of 31/12 CHF 1,000,000 (previous year: CHF 1,000,000). In the reporting year, the loan, a fixed mortgage at employee conditions, earned interest at 1.65% (previous year: 1.92%). There are no other 2013 2012 in CHF in CHF Salaries and other short-term employee benefits: insurance contracts, loans or guarantees. – fixed remuneration (incl. expenses allowances, child/education allowances, long service awards, company car) During the reporting year, members of the Group Executive – employer contributions to pension funds Management received non-monetary benefits as part of the – share-based company car programme to the value of CHF 14,844 (previous Total fixed compensation paid compensation1) 5,557,802 5,427,278 808,404 805,043 – – 6,366,206 6,232,321 year: CHF 14,854). This amount is included in the fixed compensation set out above. None of the members of the Group – Variable remuneration 1,416,539 1,313,512 Executive Management or any closely related persons have –D eferred share-based compensation (LTC) acquired in the financial year2) 1,602,449 1,102,300 79,272 72,184 Total variable compensation 3,098,260 2,487,996 Total compensation 9,464,466 8,720,317 significant personal business relationships with Helvetia Group. They did not receive any other benefits in kind or bill the company for any additional services. Normal market conditions apply to transactions with members of the Group Executive Management that are not subject to preferential employee conditions. –E mployer contributions to pension funds on the variable compensation 1) Includes the discount of 16.038% on share purchases under the voluntary share purchase plan. 2) Includes the value of the deferred shares granted under the LTC. 3.4. Highest individual The highest individual amount paid out in the reporting year compensation was paid to Stefan Loacker (CEO). Subject to approval by the Shareholders’ Meeting this amounts to a total of CHF 1,634,412 (previous year: CHF 1,448,732), comprising the following: total salary of CHF 1,189,195 (fixed component CHF 859,392, variable component CHF 329,803), share-based payments of CHF 340,259 in the form of deferred shares, and employer contributions to pension funds of CHF 104,958. 18 19 4. Compensation for the Board of Directors and the Executive Management to be approved by the 2014 Shareholders´ Meeting As a consequence of the vote in favour of the Minder initiative, the Ordinance Against Excessive Compensation in Swiss Listed Companies (VegüV) adopted by the Federal Council and the 4.3. Approval of the total amount The calculation of the variable compensation of the Board of Directors was described under section 2 and the amount was of variable disclosed under section 3. compensation The Board of Directors will submit a proposal to the for the Board of Shareholders´ Meeting that it give approval to a total Directors for the amount of variable compensation for the Board of past financial Directors for the past financial year 2013 of CHF 375,000. year 2013 articles of incorporation to be adapted accordingly at the 2014 Shareholders´ Meeting, the Shareholders´ Meeting must approve the following compensation: 4.4. Approval of the The components of the variable compensation of the Executive total amount Management and calculation of these were described under of variable section 2 and the amount was disclosed under section 3. The Board of Directors has reviewed its fixed compensation and compensation The Board of Directors will submit a proposal to the total amount decided not to change the 2014 compensation, while maintaining for the Executive Shareholders´ Meeting that it give approval to a total of the fixed its old areas of responsibility. Under the new regime, the Board of Management for amount of CHF 2,725,000 of variable compensation compensation Directors will submit a proposal to the Shareholders´ Meeting that the past financial for the Executive Management for the past financial for the Board it not change the fixed compensation for the Board of Directors, year 2013 year 2013. of Directors including for the period from the 2014 Shareholders´ Meeting for the period until the 2015 Shareholders´ Meeting. from the 2014 It will therefore submit a proposal to the Shareholders´ Shareholders´ Meeting that it give approval of a total amount of CHF Meeting until 1,905,000 for the fixed compensation for the Board of the 2015 Directors for the period from the 2014 Shareholders´ Shareholders´ Meeting until the 2015 Shareholders´ Meeting. 4.1. Approval of the Meeting 4.2. Approval The fixed compensation for the Executive Management was of the total reviewed on 1 January 2014 and individual job-related amount of fixed adjustments were made, while again retaining the old areas of compensation responsibility. Under the new areas of responsibility, the Board for the Executive of Directors will submit a proposal to the Shareholders´ Meeting Management for that it not to change this compensation, including for the period the period from from 1 July 2014 to 30 June 2015. 1 July 2014 to It will therefore submit a proposal to the Shareholders´ 30 June 2015 Meeting that it give approval to a total of CHF 4,632,000 for the fixed compensation for the Executive Management for the period from 1 July 2014 to 20 30 June 2015. 21 22 23 04.14 Helvetia Holding AG Dufourstrasse 40 P.O. Box CH-9001 St.Gall Your Swiss insurer.