The Board of Directors has the final responsibility for the remuneration of the Directors and the Executive Committee. The Nomination & Compensation Committee assists the Board in fulfilling its responsibility by evaluating the remuneration strategy and proposing individual compensation packages for the Executive Committee members and other key members of the management.
The Nomination & Compensation Committee ensures that Barry Callebaut offers an overall package of remuneration, which corresponds to corporate and individual performance and market practice, in order to attract and retain Directors and Executives with the necessary skills. The current remuneration scheme is not linked to any external benchmarks. For the Board it is based on fixed directors’ fees and the granting of Barry Callebaut AG shares.
The top management remuneration framework of Barry Callebaut consists of four elements: fixed base salary, short-term cashbased incentives related to EBIT/EVA/Working Capital targets in the fiscal year under review (50 to 100% of base salary), long-term incentives in the form of share allotments (70 to 125%) and benefits (10 to 20%). The short-term bonus criteria for the members of the Executive Committee are for the CEO and CFO: Group EVA, Group EBIT, Working Capital and Earnings per Share, and for the other members of the Executive Committee: predominantly Regional EBIT (or Group EBIT respectively for the corporate functions), as well as Group EVA and Working Capital. The allotment of shares is based on a deferred share plan. Participants are granted a number of shares, of which 80% will be given without being linked to performance criteria. The shares will vest as follows: 30% after one year, 30% after two years and 40% after three years, half of which (20%) are subject to achieving the performance criteria defined by the Nomination & Compensation Committee. The performance criteria for the grants made in the fiscal year under review are the earnings per share. This remuneration scheme has been applied to the eligible top executives who have joined the company since 2007 (Juergen B. Steinemann, Victor Balli, David Johnson). The participants of the former remuneration scheme are being transferred to the new scheme after varying transition periods and until such time, these individuals are granted restricted shares with blocking periods of at least one year.
On a yearly basis, usually at the November Board meeting, the Board, upon recommendation of the NCC, decides on the performance-related cash bonuses relating to the previous fiscal year and the compensation system for the coming calendar year.
For details regarding the compensation, shareholdings and loans of the members of the Board of Directors and the Senior Management Team during the last fiscal year see note 6 in the Financial Statements of Barry Callebaut AG.
Barry Callebaut and Jacobs Holding AG, Zurich, have agreed to execute administrative services agreements, under which Jacobs Holding AG offers to Barry Callebaut certain management, consultancy and flight services as well as training facilities. In the past fiscal year, the total compensation paid by Barry Callebaut under these agreements amounted to chf 1.7 million. The contract is yearly renewable.
