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 NCC.
The NCC consists of at least three non-Executive BoD members, who are elected annually and individually by the AGM for a period of one year. At the AGM 2024, the shareholders elected Svein Richard Brandtzaeg (Chair), Stephanie Brecht-Bergen, Kenneth Lochiatto, and Ines Pöschel as members of the NCC.
The compensation for the EC and Senior Management is set as part of an annual process.
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Aug |
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Oct |
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Dec |
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Feb |
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June |
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Compensation policy review and compensation principles for next financial year |
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NCC BoD |
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Compensation planning and share award plan design |
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NCC BoD |
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NCC BoD |
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Compensation Report |
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NCC BoD |
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AGM |
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NCC |
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Maximum aggregate compensation amounts of the BoD and EC for next compensation period |
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NCC BoD |
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AGM |
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Compensation structure and level of BoD for next compensation period |
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NCC BoD |
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NCC BoD |
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Individual target compensation for EC members for next financial year 1) |
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CEO NCC |
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Individual short-term incentive payments to EC members for previous financial year 1) |
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CEO NCC |
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Individual share awards to EC members and Senior Management 1) |
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CEO NCC |
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CEO NCC |
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Review of external stakeholder feedback on compensation disclosure and (discussion of) changes for next disclosure |
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NCC |
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NCC |
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NCC |
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NCC meeting schedule and agenda for next period of office |
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NCC |
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red: recommending body
blue: reviewing body
gray: approving body
1) Proposals related to CEO compensation are prepared by the NCC Chair and approved by the NCC.
The NCC meets as often as business requires but at least three times a year. The number of meetings held and attendance details, including participation of members of executive management and external advisors, are provided in the Corporate Governance Report.
After each meeting, the NCC Chair reports to the BoD on the committeeʼs activities. The minutes of the committee’s meetings are available to BoD members.
The NCC may decide to consult external advisors on specific compensation matters. PricewaterhouseCoopers (PwC) was reappointed to provide advice on specific compensation and governance matters. PricewaterhouseCoopers is the current auditing firm of dormakaba, and there are clear rules in place to comply with the independence requirements of auditing firms.
As part of our commitment to good corporate governance, we will propose Ernst & Young (Switzerland) as the new auditor for the company accounts to the 2025 General Meeting of Shareholders (AGM).
The BoD values open dialogue with our shareholders and their representatives, investors, and proxy advisors and is committed to understanding their views on executive compensation. The answers to concerns raised can be found in the section Shareholder Feedback above.
Since the financial year 2012/13, the BoD has submitted the Compensation Report to a consultative shareholder vote each year, allowing shareholders to express their opinion on the compensation policy and systems for both the BoD and the EC. As of the AGM 2015, the BoD also introduced annual binding votes seeking prospective shareholder approval on the maximum aggregate amount of compensation for the BoD and the maximum aggregate amounts of fixed and variable compensation for the EC. The BoD regularly engages with shareholders and their representatives to gather external perspectives on compensation-related matters.
The Articles of Incorporation include the principles of compensation applicable to the BoD and EC. Those provisions can be found online and include: