Remuneration Report

Authority and definition process

The basic features of the remuneration policy are elaborated by the Compensation Committee (COC) and approved by the Board of Directors, which also approves the executive bonus plan and the long-term incentive plan (LTI). The Board of Directors fixes annually the remuneration of the Directors and of the members of the Group Executive Board, based on suggestions of the COC and within the limits approved by the shareholders. The Directors, whose remuneration is decided on, also participate in the meeting. The Board of Directors reviews annually the main features of the remuneration policy, approves the fixed portion of the remuneration of the Group Executive Board members and defines the targets for the executive bonus plan as well as the parameters for the LTI. The Board of Directors has not engaged third-party consultants for the elaboration of the salary policy or the compensation programs. The Board of Directors annually submits the proposal for the maximum aggregate total compensation of the members of the Board of Directors and the Group Executive Board to the Annual General Meeting for prospective approval by the shareholders. For a detailed description of the rules on the vote on pay at the Annual General Meeting, reference is made to §14 of the Articles of Association1.

For the rules in the Articles of Association1 on the principles applicable to performance-related pay and to the allocation of equity securities as well as the additional amount for payments to new members of the Group Executive Board appointed after the vote on pay at the Annual General Meeting as well as on loans, credit facilities and post-employment benefits for members of the Group Executive Board, reference is made to §14, §24 and §25 of the Articles of Association1.

Remuneration of the Board of Directors

The remuneration of the Board of Directors consists of an annual fee. The remuneration is determined at the discretion of the Board of Directors, taking into consideration function and responsibility, as well as remuneration at comparable industrial companies for which information is publicly available or known to the Directors from their experience or office at similar companies.1 Industrial companies are considered comparable with Autoneum if they are similar in terms of business sector, structure, size and international activity. In addition, the members of the Board of Directors receive an annual lump-sum payment for representation expenses.

The members of the Board of Directors may opt to obtain all or part of their remuneration in cash or in Autoneum shares. The cash component is paid out in December of the related business year. The shares are delivered in the respective year and blocked for three years. The share price applicable for the conversion of the remuneration into shares is based on the average closing price of the ten trading days following the dividend payment, or the Annual General Meeting, if no dividend is paid, discounted to reflect a three-year blocking period.

Remuneration of the Group Executive Board
Remuneration of the Group Executive Board consists of a fixed component, a performance-related bonus and the participation in the long-term incentive plan (LTI). Remuneration is determined at the discretion of the Board of Directors, taking into consideration function, responsibility and experience, as well as remuneration at comparable industrial companies for which information is publicly available or known to the Directors from their experience or office at similar companies.1 Industrial companies are considered comparable with Autoneum if they are similar in terms of business sector, structure, size and international activity.

The Board of Directors may define an additional portion of the basic salary which shall be paid in Autoneum shares. The number of shares is calculated considering the average closing price of the first ten trading days of the respective year. The granted shares are delivered in December of the respective year and blocked for three years.

The members of the Group Executive Board may reach a performance-related remuneration of up to 80% of their basic salary, subject to the achievement or exceeding of defined minimum profitability and liquidity targets of the Group or of the Business Groups (BG) as well as to the achievement of agreed individual targets. The targets for the CEO and the CFO refer to the Group net result margin (weighted with 52.5%), Group RONA (22.5%) and individual targets (25%). For the Heads of the BGs the targets refer to the Group net result margin (17.5%), Group RONA (7.5%), BG EBIT margin (35%), BG free cash flow (15%)2 and individual targets (25%). Minimum and maximum limits are defined for the weighted targets. Achievement of the minimum limit is a condition for the bonus, while maximum bonus is achieved at the maximum limit. Bonus develops linearly between the two limits. Irrespective of the other targets, a bonus is only earned in case of a positive Group net result. At least 40% of the bonus is paid in shares of Autoneum. Each member of the Group Executive Board can opt for receiving up to 100% of the bonus in shares and for receiving either restricted shares with a blocking period of three years or an entitlement to shares with a deferred transfer after a period of three years. The calculated bonus is multiplied by 1.4 and then converted into shares considering the average closing price of the first ten trading days in January of the following year.

  1. 2 For 2018 and onwards, the Board of Directors has revised the BG free cash flow target. The calculation of the free cash flow for bonus target purposes is based on the monthly average net working capital instead of the net working capital of the year end closing. The bonus plan was amended accordingly.

The long-term incentive plan (LTI) allows the Board of Directors to allocate part of the Group’s net result to the beneficiaries defined in advance. Beneficiaries are the upper management of the Group, including the Group Executive Board. An allocation is only granted if Group net result is positive and exceeds a defined threshold. The total amount of Group net result dedicated to the LTI is converted into Autoneum shares and the shares are allocated to the beneficiaries at fixed percentage rates, corresponding to the internal function levels. The shares become property of the beneficiaries after a vesting period of 35 months, if the beneficiaries are then still employed by an Autoneum company. Due to the 35-month vesting period, the value of the LTI is in strong correlation to the Autoneum share price performance. Immediate vesting occurs in case of death or retirement of a beneficiary. In case of employment termination, shares not yet vested lapse without compensation. Exceptions are possible at the discretion of the COC.

There are no share options or share purchase plans.

Remuneration to the members of the Board of Directors and Group Executive Board in 2019

Fixed remuneration

Other2

Total

CHF

in cash

in shares1

Board of Directors

Hans-Peter Schwald Chairman

369 122

22 428

391 551

Rainer Schmückle Vice Chairman

50 000

178 600

228 600

Norbert Indlekofer

83 074

55 890

9 807

148 771

Michael W. Pieper

118 984

5 814

124 798

This E. Schneider

178 600

9 177

187 776

Peter Spuhler

118 984

8 073

127 056

Ferdinand Stutz

140 000

59 492

13 974

213 465

Total

273 074

1 079 671

69 272

1 422 017

Fixed remuneration

Variable remuneration

LTI

Other4

Total

CHF

in cash

in shares3

in cash

in shares

Group Executive Board

All members

3 334 045

88 805

152 967

1 118 776

4 694 592

Thereof Martin Hirzel5

674 000

72 154

137 161

883 315

  1. 1 The fixed remuneration in shares is calculated by the number of shares granted multiplied by the average closing price for the ten days following the dividend payment in 2019 (CHF 124.20). The transfer took place after deduction of applicable social security contributions and withholding taxes.
  2. 2 Other remuneration includes the employer’s portion of social insurance contributions.
  3. 3 The applicable share price during the defined period was CHF 158.58.
  4. 4 Other remuneration includes the employer’s portion of social insurance contributions, the employer’s portion of contributions to pension funds and other fringe benefits.
  5. 5 CEO until October 7, 2019.

Total remuneration to the Group Executive Board also includes remuneration to the following members, who resigned from the Group Executive Board in 2019: Martin Hirzel, Dr Martin Zwyssig, Matthias Holzammer and John T. Lenga.

At the Annual General Meeting 2018 a total remuneration to the Board of Directors of CHF 1.75 million and a total remuneration to the Group Executive Board of CHF 8.5 million was approved for the financial year 2019. The total remuneration to the Board of Directors and to the Group Executive Board for 2019 is within the approved limit.

Remuneration to former members of the Board of Directors and of the Group Executive Board

There has been no remuneration to former members of the Board of Directors or of the Group Executive Board.

Permissible activities outside the Autoneum Group

The Board of Directors decides on directorships of members of the Group Executive Board or senior mangagement at other companies. When the directorship is exercised outside the contractual working time, the director’s remuneration received must not be surrendered to Autoneum (see §20 of the Articles of Association1).

Remuneration to the members of the Board of Directors and Group Executive Board in 2018

Fixed remuneration

Other3

Total

CHF

in cash

in shares2

Board of Directors

Hans-Peter Schwald Chairman

369 037

22 836

391 873

Rainer Schmückle Vice Chairman

140 000

71 402

211 402

Norbert Indlekofer

87 024

51 184

9 779

147 987

Michael W. Pieper

119 003

5 503

124 506

This E. Schneider

178 632

8 736

187 368

Peter Spuhler

119 003

7 586

126 589

Ferdinand Stutz

90 000

119 003

14 137

223 140

Total

317 024

1 027 264

68 577

1 412 865

Fixed remuneration

Variable remuneration

LTI6

Other7

Total

CHF

in cash

in shares4

in cash

in shares5

Group Executive Board

All members

2 616 441

72 009

348 523

866 640

142 405

980 922

5 026 940

Thereof Martin Hirzel

668 000

72 009

125 492

117 191

52 331

161 502

1 196 525

  1. 2 The fixed remuneration in shares is calculated by the number of shares granted multiplied by the average closing price for the ten days following the dividend payment in 2018 (255.92 CHF). The transfer took place after deduction of applicable social security contributions and withholding taxes.
  2. 3 Other remuneration includes the employer’s portion of social insurance contributions.
  3. 4 The applicable share price during the defined period was 292.72 CHF.
  4. 5 The part of the bonus opted to be paid out in shares (at least 40%) is multiplied by the factor 1.4 and then converted into shares using the average closing price for the first ten days in January 2019 (158.58 CHF).
  5. 6 The rights allocated in April 2019 will vest end of February 2022.
  6. 7 Other remuneration includes the employer’s portion of social insurance contributions, the employer’s portion of contributions to pension funds and other fringe benefits.

Loans to directors or officers

No loans have been granted to members of the Board of Directors or the Group Executive Board.

Other remuneration and payments to related parties

There have been no further payments or remuneration to members of the Board of Directors or Group Executive Board in 2019 or in 2018. In 2019, CHF 44 989 (2018: CHF 44 427) of fees were paid to the law firm managed by the Chairman of the Board of Directors, for legal services provided.