Compensation, shareholdings and loans
The remuneration structure of the Board of Directors is annually reviewed and determined at the discretion of the Board of Directors. It consists of fixed fees and grants of Barry Callebaut AG share awards. In order to reinforce the independence of the Board in exercising its supervisory duties towards executive management, its remuneration is not linked to any performance criteria. Board members do not receive any lump-sum payments for expenses. The remuneration of the members of the Board is subject to the mandatory social security contributions.
Remuneration of the Board of Directors for fiscal year 2020/21 (audited figures)
| in CHF | ||||||
| Board Member | Compensation fix | Other compensation1 | Total cash-related remuneration | Number of shares2 | Value of shares3 | Total remuneration 2020/21 |
| Patrick De Maeseneire Chairman/Delegate |
400,000 | 155,033 | 555,033 | 375 | 749,858 | 1,304,891 |
| Markus R. Neuhaus Vice-Chairman Chairman of the AFRQCC⁴ |
240,000 | 83,697 | 323,697 | 188 | 375,262 | 698,959 |
| Fernando Aguirre Member of the NCC⁵ |
125,000 | – | 125,000 | 134 | 268,616 | 393,616 |
| Suja Chandrasekaran6 Member of the NCC⁵ |
41,666 | 22,944 | 64,610 | 51 | 101,949 | 166,559 |
| Nicolas Jacobs Member of the AFRQCC⁴ |
125,000 | 54,231 | 179,231 | 134 | 268,616 | 447,847 |
| Tim Minges Chairman of the NCC⁵ Member of the AFRQCC⁴ |
165,000 | – | 165,000 | 134 | 268,616 | 433,616 |
| Elio Leoni Sceti Member of the NCC⁵ |
125,000 | – | 125,000 | 134 | 268,616 | 393,616 |
| Angela Wei Dong Member of the AFRQCC⁴ |
125,000 | 63,245 | 188,245 | 134 | 268,616 | 456,861 |
| Yen Yen Tan7 Member of the NCC⁵ |
83,334 | 40,302 | 123,636 | 83 | 166,667 | 290,303 |
| Total remuneration Board of Directors |
1,430,000 | 419,452 | 1,849,452 | 1,367 | 2,736,816 | 4,586,268 |
1 Including social security contributions.
2 Number of shares granted in relation to the fiscal year under review; Grants to the BoD are based on the service period between Annual General Meetings of Shareholders. The 15% reduction of the number of shares for the compensation period from the AGM 2019 until the AGM 2020 is reflected pro rata from September 1, 2020, until December 9, 2020.
3 Value defined as closing share price at the beginning of the term of office.
4 Audit, Finance, Risk, Quality & Compliance Committee.
5 Nomination & Compensation Committee.
6 Member of the Board and NCC until December 9, 2020.
7 Member of the Board and NCC as of December 9, 2020.
Remuneration of the Executive Committee
The individual remuneration of the members of the Executive Committee is reviewed annually and determined at the discretion of the Board of Directors, based on the proposal of the NCC, in accordance with the principles set out in the Executive Total Reward Policy, market information and data, scope and level of responsibility of the position, and profile of the incumbents in terms of qualification, experience and skills set.
The remuneration structure for the Executive Committee of Barry Callebaut consists of four main remuneration elements: a fixed annual base salary, an annual short-term cash bonus pursuant to the Company’s Short-Term Incentive Plan, share-based long-term incentives pursuant to the Company’s Long-Term Incentive Plan and other benefits.
| Base salary | Annual gross base salary |
|
| Variable annual bonus | Barry Callebaut Short-Term Incentive Plan (STIP) |
|
| Share awards | Barry Callebaut Long-Term Incentive Plan (LTIP) |
|
| Other benefits | Risk benefits and perquisites |
|
Performance achievement scenario
|
Performance achievement scenario |
Share awards |
Share awards |
Share awards |
Total share awards vested over a |
|
100% achievement of performance criteria |
25% |
25% |
50% |
100% |
|
Top achievement of performance criteria (cap) |
25% |
25% |
150% |
200% |
|
Lowest achievement of performance criteria (floor) |
25% |
25% |
0% |
50% |
Remuneration of the Executive Committee for fiscal year 2020/21 (audited figures)
| in CHF | ||||||||
| Compen- sation fixed |
Compen- sation variable2 |
Post-employ- ment benefits3 |
Other compen- sation4 |
Total cash-related remunera- tion |
Number of shares5 | Value of shares6 | Total remunera- tion 2020/21 |
|
| Remuneration Executive Committee1 | 5,366,377 | 6,947,904 | 1,901,120 | 1,849,341 | 16,064,742 | 3,254 | 7,149,116 | 23,213,858 |
| Highest individual remuneration within Executive Committee: Antoine de Saint-Affrique, CEO Barry Callebaut Group | 1,600,000 | 2,100,000 | 462,910 | 41,691 | 4,204,601 | 897 | 1,970,644 | 6,175,245 |
1 Disclosure relates to the Executive Committee including all members during fiscal year 2020/21, i.e.: Antoine de Saint-Affrique, Remco Steenbergen, Ben De Schryver, Peter Boone, Olivier Delaunay, Isabelle Esser, Andrew Fleming, Pablo Perversi, Steven Retzlaff, Rogier van Sligter, Jo Thys.
2 Based on best estimate of expected payout for fiscal year 2020/21 (accrual principle).
3 Including social security and pension contributions.
4 Includes international relocation costs, assignment related benefits such as tax equalization, schooling costs as well as international insurance coverage.
5 Number of shares granted in relation to the fiscal year 2020/21; vesting subject to meeting service and/or performance conditions. For the Executive Committee, the amount includes 1,628 RSU, 813 ROIC- dependent PSU and 813 share price-dependent PSU.
6 Value of shares is defined as fair value at grant date. The fair value of the RSU and ROIC-dependent PSU is the market price at grant date (CHF 2,000) discounted for dividends until the vesting. For share price-dependent PSU, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method (CHF 2,938) excluding the net present value of expected dividends.
