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. 

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Your Barry Callebaut Group Contacts

Christiaan Prins
Head of External Affairs
+41 43 204 03 76
Claudia Pedretti
Head of Investor Relations
+41 43 204 04 23