Compensation, shareholdings and loans

The Board of Directors has the final responsibility for the remuneration of the Board of Directors and the Executive Committee.

The Nomination & Compensation Committee (NCC) of Barry Callebaut assists the Board of Directors in fulfilling its responsibility by regularly evaluating the remuneration strategy and proposing individual compensation packages for the Board of Directors, the members of the Executive Committee, and other key members of the Management (for further details please refer to the “Functioning of the Board” section in the Corporate Governance Report).

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 2017/18 (audited figures)

in CHF
BoD Member	Compensation fix	Other compensation1	Total cash-related remuneration	Number of shares2	Value of shares3	Total remuneration 2017/18
Patrick De Maeseneire Chairman/Delegate	400,000	149,114	549,114	500	860,125	1,409,239
Jakob Baer Vice Chairman Chairman of the AFRQCC4	200,000	62,803	262,803	250	430,062	692,865
Fernando Aguirre Member of the NCC⁵	125,000	–	125,000	180	309,645	434,645
James (Jim) Donald Chairman of the NCC	140,000	–	140,000	180	309,645	449,645
Nicolas Jacobs Member of the AFRQCC	125,000	52,573	177,573	180	309,645	487,218
Wai Ling Liu6 Member of the NCC	41,667	11,093	52,760	60	70,860	123,620
Timothy Minges Member of the AFRQCC	125,000	–	125,000	180	309,645	434,645
Andreas Schmid⁶ Member of the AFRQCC	41,667	9,522	51,189	60	70,860	122,049
Juergen Steinemann Member of the NCC	125,000	–	125,000	180	309,645	434,645
Elio Leoni Sceti⁷ Member of the NCC	83,333	–	83,333	120	228,000	311,333
Total remuneration Board of Directors	1,406,667	285,105	1,691,772	1,890	3,208,132	4,899,904

^{1 Including social security contributions.

2 Number of shares granted in relation to the fiscal year under review; vesting subject to meeting service conditions. Grants to Board are based on the service period between Annual General Meetings of Shareholders.

3 Value defined as closing share price at the beginning of the service period.

4 Audit, Finance, Risk, Quality & Compliance Committee.

5 Nomination & Compensation Committee.

6 Member of the Board until December 13, 2017.

7 Member of the Board since December 13, 2017.}

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	Determined at the discretion of the Board of Directors based on various criteria such as market value of the role, scope of the position and profile (experience, skills) of the incumbent Target weight in % of total remuneration: CEO 25% – 40%, Executive Committee 25% – 40%
Variable annual bonus	Barry Callebaut Short-Term Incentive Plan (STIP)	Target 100% of annual base salary for members of the Executive Committee Based on the achievement of financial and strategic targets Maximum payout: 200% of target Payout in cash annually after release of full-year results Target weight in % of total remuneration: CEO 25% – 40%, Executive Committee 25% – 40%
Share awards	Barry Callebaut Long-Term Incentive Plan (LTIP)	Individual grant values approved by the Board of Directors; number of shares determined by dividing the grant value by the average share price over three months prior to the grant Vesting of award over a three-year vesting cycle: 25% in the first and second year each, 50% in the third year subject to performance criteria Performance criteria: vesting of the final tranche based on two performance critieria, 50% on the relative performance of the Barry Callebaut share price compared to a basket of benchmark companies and 50% on the ROIC performance of the Company over the three-year vesting period Target weight in % of total remuneration: CEO 20% – 50%, Executive Committee 20% – 50%
Other benefits	Risk benefits and perquisites	Social security contributions by employer Post-employment and retirement benefits Healthcare and medical insurances Executive perquisites such as company car, relocation costs, etc.

Performance achievement scenario

Performance achievement scenario	Share awards 1st Tranche	Share awards 2nd Tranche	Share awards 3rd Tranche	Total share awards vested over a vesting cycle

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 2017/18 (audited figures)

in CHF
	Compen- sation fixed	Compen- sation variable2	Post-employ- ment benefits3	Other compen- sation	Total cash-related remunera- tion	Number of shares4	Value of shares5	Total remunera- tion 2017/18
Remuneration Executive Committee1	5,762,851	9,364,236	1,708,241	868,190	17,703,518	4,812	6,555,745	24,259,263
Highest individual remuneration within Executive Committee: Antoine de Saint-Affrique, CEO Barry Callebaut Group	1,600,000	2,439,680	399,408	9,000	4,448,088	1,245	1,633,363	6,081,451

^{1 Disclosure relates to the Executive Committee including all members during fiscal year 2017/18: Antoine de Saint-Affrique, Victor Balli, Peter Boone, Massimo Garavaglia, Ben De Schryver, Carole Le Meur, Pablo Perversi, Dirk Poelman, Steven Retzlaff, Remco Steenbergen.

2 Based on best estimate of expected payout for fiscal year 2017/18 (accrual principle).

3 Including social security and pension contributions.

4 Number of shares granted in relation to the fiscal year 2017/18; vesting subject to meeting service and/or performance conditions.

5 Value of shares is defined as fair value at grant date. For restricted share units, this is the share price at grant date. For performance share units, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method. In both cases the net present value of expected dividends that will not be received by the plan participant during the vesting period is excluded from the fair value.}

Related Downloads

Remuneration Report 2017/18

Get in Touch

Your Barry Callebaut Group Contacts

Christiaan Prins

Head of External Affairs

+41 43 204 03 76

Send e-mail

Claudia Pedretti

Head of Investor Relations

+41 43 204 04 23

Send e-mail

Barry Callebaut head office

Barry Callebaut AG (Head Office)
Westpark
Pfingstweidstrasse 60
8005 Zurich
Switzerland

+41 43 204 04 04

+41 43 204 04 00