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.  

^{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 since December 12, 2018.
7     Member of the Board until December 12, 2018.
8     Member of the AFRQCC until December 12, 2018; Chairman of the NCC since December 12, 2018.}

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.

^{1     Disclosure relates to the Executive Committee including all members during fiscal year 2018/19, i.e.: Antoine de Saint-Affrique, Peter Boone, Ben de Schryver, Isabelle Esser, Massimo Garavaglia, Carole Le Meur,
Pablo Perversi, Dirk Poelman, Steven Retzlaff, Remco Steenbergen.
2     Based on best estimate of expected payout for fiscal year 2018/19
(accrual principle).
3     Including social security and pension contributions.
4     Number of shares granted in relation to the fiscal year 2018/19; 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 and for ROIC and mid term plan dependent performance shares, this is the share price at grant date. For share price dependent performance share units the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method. In all cases, the net present value of expected dividends that will not be received by the plan participant during the vesting period is excluded.}