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Compensation 2020

(audited by the external auditor)

Three new members of the Board of Directors were elected at the General Meeting held on 20 May 2020. The compensation of the departing members is included in the table below on a pro rata basis of four months and that of the new members on a pro rata basis of eight months.

On 25 May 2020, the company announced changes to the organisation and membership of the Executive Board. Peter Crottogini (Head of Human Resources) left the company; he was a member of the Executive Board until 30 June 2020. As of 1 July 2020, Dr Michael Kasch (Head of the Security Printing Division) and Thorsten Tritschler (Head of the Zeiser Division) joined the Executive Board as new members. The Executive Board is now composed of a total of five members (2019: four members). The compensation of the three members mentioned above is included in the calculations in proportion to their annual income and is presented in the table below.

In connection with an early retirement programme of the Orell Füssli Group, one-off employer contributions were made to the pension fund for affected employees to compensate part of the pension losses due to the reduction of the conversion rate. This also concerned one member of the Executive Board. The related amount is included in the table below of the compensation of the members of the Executive Board in the ‘social security and pension fund expenses’ column.

During the implementation of the transformation programme of the publishing house, the CFO of the Orell Füssli Group took over the interim management of Orell Füssli Publishing. A one-time salary adjustment for the period until the end of 2020 was made to compensate for the additional work involved. This is disclosed in the table below as part of the fixed and variable compensation in cash in 2020.

The equity bonus plan for members of the Executive Board was not used in the 2020 financial year. The entitlements allocated under the equity participation plan are subject to a three-year vesting period.

The disclosed compensation amounts are for the services rendered in the year under review. The following tables therefore include all entitlements to compensation relating to the 2020 financial year in full. Compensation that has not yet been paid is accrued in the financial year in question, even when the payment will only be made in the following year.

Compensation of the members of the board of directors for the financial year 2020

in CHF                    
  Fixed
compensation
  Variable
compensation
 
Other payments
 
Total 2020
   
in cash
 
in cash
  Special
allowances
  Social security
expenses
   
Dr Anton Bleikolm, Chairman   170,004       9,610   179,614
Dr Caren Genthner-Kappesz (until 20 May 2020) Member of the Board of Directors   18,333         18,333
Dieter Widmer, Audit Committee (Chairman)   75,000       5,530   80,530
Dr Thomas Moser, Compensation Committee (Member)   55,000       4,055   59,055
Peter Stiefenhofer, Audit Committee (Member) (Until 20 May 2020)   20,000       903   20,903
Dr Beat Lüthi, Vice Chairman (until 20 May 2020) Compensation Commitee (Chairman)   18,333       1,352   19,685
Dr Martin Folini, Vice Chairman (as of 21 May 2020) Compensation Commitee (Chairman)   36,667       2,703   39,370
Mirjana Blume, Audit Committee (Member) (as of 21 May 2020)   40,000       2,949   42,949
Dr Luka Müller, Member of the Board of Directors (as of 21 May 2020)   36,667       2,703   39,370
Total   470,004       29,806   499,809

Compensation of the members of the board of directors for the financial year 2019

in CHF                    
  Fixed
Compensation
  Variable
compensation
 
Other payments
 
Total 2019
   
in cash
 
in cash
  Special
allowances
  Social security
expenses
   
Dr Anton Bleikolm, Chairman   170,004       9,428   179,432
Dr Caren Genthner-Kappesz, Member of the Board of Directors   55,000         55,000
Dieter Widmer, Audit Committee (Chairman)   75,000       5,441   80,441
Dr Thomas Moser, Compensation Committee (Member)   55,000       3,990   58,990
Peter Stiefenhofer, Audit Committee (Member)   60,000       3,037   63,037
Dr Beat Lüthi, Vice Chairman Compensation Commitee (Chairman)   55,000       3,990   58,990
Total   470,004       25,886   495,890

The social security expenses include the mandatory employer’s contributions. No pension fund contributions were made.

Compensation of the members of the executive board for the financial year 2020

in CHF                            
 

Fixed
compensation
 

Short term variable compensation
incl. bonus share plan 3)
  Long term
variable
compensation
(vested benefits)
 


Other payments
  Social
security and
penson fund
expenses 6)
 


Total 2020
    in cash (CHF)   in cash (CHF) 4)   in shares (CHF)   in shares (CHF) 5)            
Daniel Link, CEO Orell Füssli Group 1)   342,000   171,000     50,800   10,655   119,257   693,712
Other members of the Executive Board 1), 2)   800,054   272,637       23,970   298,587   1,395,248
Total   1,142,054   443,637     50,800   34,625   417,844   2,088,960
1) The executive Board consisted of five members as of 31 December 2020 (incl. CEO)
2) Changes of executive board members took place as of 1 July 2020. The payments to the members are included pro rata.
3) The annual variable compensations are payable in cash in the following year. The equity bonus plan 2020 was not used.
4) Including one-off bonus payment for the other members of the Executive Board.
5) Valued in accordance with the market price as at the transfer date of 1 January 2020 at CHF 100.00
6) Including additional pensions costs for an early retirement of total CHF 89,700.00

Compensation of the members of the executive board for the financial year 2019

in CHF                            
 

Fixed
compensation
 

Short term variable compensation
incl. bonus share plan 3), 4)
  Long term
variable
compensation
(vested benefits)
 


Other payments
  Social
security and
pension fund
expenses
 


Total 2019
    in cash (CHF)   in cash (CHF)   in shares (CHF) 5)   in shares (CHF)     6)        
Martin Buyle, CEO Orell Füssli Group (until 31 December 2019) 1), 2)   380,002   190,000       46,786   122,407   739,195
Daniel Link, CEO Orell Füssli Group (as of 1. November 2019) 1), 2)   57,000   17,100       2,355   14,954   91,409
Other members of the Executive Board 1)   573,408   295,680   14,198     14,625   179,301   1,077,212
Total   1,010,410   502,780   14,198     63,766   316,662   1,907,816
1) The Executive Board consisted of four members as of 31 December 2019 (incl. CEO)
2) The new CEO took over as of 1. November 2019. Martin Buyle's compensation is shown for 12 months until his departure on 31 December 2019.
3) The termvariable compensation component is paid out in the following year. With regard to vaiable compensation components, the members of the Group Management can choose to receive it enterly in cash or 2/3 in cash and 1/3 in shares.
4) Including one-off bonus payment and supplementary bonus agreement for the other members of the Executive Board.
5) Three-year vesting period, valued in accordance with the market price a at the allocation periode (Dezember 2019) at CHF 98.60. Planned transfer date: 9 April 2020
6) The other compensation of Martin Buyle includes the transfer of the company car and one-off exceptional expenditures in accordance with the termination agreement.

The social security and pension fund expenses include the mandatory and voluntary employer’s contributions. The pension fund contributions are made jointly by the employer and the employee.

Loans and other payments

The provisions applicable to loans and other payments are set out in article 18i of the articles of incorporation (www.orellfuessli.com/en/investors).

In the 2020 and 2019 financial years, no loans were granted to the current or past members of the Board of Directors and the Executive Board. Additionally, no guarantees were given on behalf of the members of these bodies for loans granted by third parties. As of 31 December 2020, no such loan receivables were disclosed on the balance sheet.

Further disclosure

The Orell Füssli Group did not make any other payments to current or previous members of the Board of Directors, the Executive Board or any related parties thereof and did not waive any claims that it had against such persons.