Managing compensation

5 min.

Compensation Committee

In accordance with the Articles of Incorporation and the Organizational Regulations of dormakaba Holding AG, the BoD is responsible for the principles underlying the compensation policy and for the compensation steering process; it is supported in this work by the Compensation Committee.

The Compensation Committee consists of three BoD members who are elected annually and individually by the AGM for a period of one year. At the AGM 2019, the shareholders elected Rolf Dörig (Chair), Hans Gummert, and Hans Hess as members of the Compensation Committee.

The Compensation Committee’s main tasks are:

The compensation for the EC and for the Senior Management is set as part of an annual process.

Annual process and responsibilities in setting the compensation of the BoD and EC

 

 

Aug

 

Oct

 

Dec

 

Feb

 

June

Compensation policy review and compensation principles for next financial year

 

 

 

 

 

 

 

CC BoD

 

 

Compensation planning and share award plan design

 

 

 

 

 

 

 

CC BoD

 

CC BoD

Compensation Report

 

CC BoD

 

AGM

 

 

 

 

 

CC

Maximum aggregate compensation amounts of the BoD and EC for next compensation period

 

CC BoD

 

AGM

 

 

 

 

 

 

Compensation structure and level of BoD for next compensation period

 

CC BoD

 

 

 

 

 

 

 

CC BoD

Individual target compensation of EC members for next financial year*

 

 

 

 

 

 

 

 

 

CEO CC

Individual short-term incentive payments of EC members for previous financial year*

 

CEO CC

 

 

 

 

 

 

 

 

Individual share awards of EC members and Senior Management*

 

CEO CC

 

 

 

 

 

 

 

CEO CC

Review of external stakeholder feedback on compensation disclosure and [discussion of] changes for next disclosure

 

 

 

CC

 

CC

 

CC

 

 

CC meeting schedule and agenda for next period of office

 

 

 

 

 

CC

 

 

 

 

red: recommending body 

blue: reviewing body 

gray: approving body 

* Proposals related to the CEO compensation are prepared by the Compensation Committee Chair and approved by the Compensation Committee.

The Compensation Committee meets as often as business requires but at least once a year. In the financial year 2019/20, the Compensation Committee held four meetings of approximately one to two hours each. Meeting attendance details, incl. participation of members of executive management and external advisors, are provided in the Corporate Governance Report.

The Compensation Committee Chair reports to the BoD after each meeting on the activities of the committee. The minutes of the committee’s meetings are available to the BoD members.

The Compensation Committee may decide to consult external advisors on specific compensation matters. Agnès Blust Consulting, a company specialized in executive compensation in Swiss listed companies, has been appointed to provide independent advice in specific compensation and governance matters. This firm does not have any non-Human Resources related mandates with dormakaba.

Shareholders’ involvement

The BoD values the dialogue with shareholders and wants to know and understand their views on executive compensation. In this context, the BoD has held an annual consultative vote on the Compensation Report from financial year 2012/13 onwards. This vote allows shareholders to express their opinion on the compensation policy and systems applicable to the BoD and the EC. Since the AGM 2015, the BoD also seeks an annual prospective binding approval from shareholders of the maximum aggregate amount of compensation of the BoD and the maximum aggregate amounts of fixed and variable compensation of the EC.

The Articles of Incorporation include the principles of compensation applicable to the BoD and to the EC. Those provisions can be found online and include:

Basic principles of compensationCompensation architecture Board of Directors (BoD)

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