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 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%