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 2019/20 (audited figures)

Remuneration of the Board of Directors for fiscal year 2019/20 (audited figures)

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 criteria, 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 2019/20 (audited figures)

Remuneration of the Executive Committee for fiscal year 2019/20 (audited figures)

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The Remuneration Report describes the fundamental principles of the remuneration system at Barry Callebaut as well as the governance framework related to remuneration decisions.
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Information policy

The Company is committed to continuous and open communication with its shareholders, potential investors and other stakeholders based on the principles of transparency and equal treatment, i.e. simultaneous provision of price-sensitive information and no selective disclosure.
Barry Callebaut Group Corporate Governance

Corporate governance

The information that follows is provided in accordance with the Directive on Information Relating to Corporate Governance issued by the SIX Exchange Regulation division (DCG). The principles and rules of Corporate Governance as practiced by Barry Callebaut AG are laid down in the Articles of Incorporation, the Internal Regulations of the Board of Directors and the Charters of the Board Committees. These are reviewed regularly by the Board of Directors and adapted as needed.

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