The Board of Directors has the final responsibility for the remuneration of the Directors and the Senior Management Team. The Nomination & Compensation Committee (NCC) assists the Board in fulfilling this responsibility.
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 for the Board is based on fixed directors’ fees and the granting of blocked Barry Callebaut AG shares. Executive management compensation consists of a fixed base salary, a performance-related cash bonus and the granting of blocked Barry Callebaut AG shares.
Since 2007 Barry Callebaut works with an executive remuneration framework, which consists of four elements: fixed base salary, shortterm cash-based incentives (50–100% of base salary), long-term incentives in the form of share allotments (70–125%) and benefits (10–20%). 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 new remuneration scheme has been applied to the eligible top executives who have joined the company since 2007. The participants of the former remuneration scheme are being transferred to the new scheme after a transition period.
On a yearly basis, usually prior to the December Board meeting, the NCC decides on the performance-related cash bonuses relating to the previous fiscal year and the compensation system for the coming calendar year, and presents its findings for final approval to the Board of Directors.
For details regarding the compensation of the members of the Board of Directors and the Senior Management Team 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 other services as well as training facilities. In the last fiscal year, the total compensation paid by Barry Callebaut under these agreements amounted to chf 1.66 million. The contract is yearly renewable.
