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2 Setting remuneration: organisation and responsibilities

The broad outlines of the remuneration system as well as the corporate bodies involved in the determination of the compensation are defined in Art. 26 to 28 of the articles of incorporation. These can be found on the BKW website under www.bkw.ch/statutes.

The table below shows how the responsibilities and competences are divided between the General Meeting, the Board of Directors and the Remuneration and Nomination Committee.

Overview of roles and responsibilities

Object

Remuneration and Nomination Committee

Board of Directors

General Meeting

Maximum total amount of remuneration of the Board of Directors and the Group Executive Board

PS 1

2

3

Additional amount for the remuneration of newly nominated members of the Group Executive Board 4

4, 5

BKW’s salary policy and remuneration system

PS

R

Remuneration principles and system for the Board of Directors and Group Executive Board

PS

R

Performance criteria for remuneration of the CEO and the members of the Group Executive Board

R 5

Individual remuneration of the Board of Directors

PS

6

Performance assessment and individual remuneration of the CEO

R5, 6

Performance assessment and individual remuneration of the members of the Group Executive Board (excluding the CEO)

4, 5, 6

Remuneration Report

PS

R

CV 7

Principles governing the selection of candidates for election or re-election to the Board of Directors

PS

R

Treatment of elections and succession planning for the Board of Directors and the Group Executive Board

PS

R

1 PS means preparation and submission to Board of Directors

2 S means submission to the General Meeting

3 R means ratification

4 CEO’s proposal

5 Within the scope of the articles of incorporation

6 Within the scope of the maximum total amount approved by the General Meeting

7 CV means consultative vote

The overall amounts approved by the General Meeting for the remuneration of the Board of Directors relate to the period from the current General Meeting until the next General Meeting. By contrast, the overall amount of remuneration of the Group Executive Board relates to the full financial year that follows the General Meeting.

Remuneration and Nomination Committee

According to Art. 25 of the articles of incorporation, the Remuneration and Nomination Committee is concerned at senior company management level with the remuneration strategy and with the company’s objectives and performance criteria. In addition, it is authorised to develop criteria for the selection of candidates to the Board of Directors and the Group Executive Board. The Committee is comprised of the following members:

Urs Gasche

Chairman of the Board of Directors, Chairman

Hartmut Geldmacher

Deputy Chair of the Board of Directors,Member

Andreas Rickenbacher

Member of the Board of Directors,Member

The attendance of the Chair at the meetings of the Remuneration and Nomination Committee is in the interest of the company and its shareholders. The Chair works most closely with the CEO and the Group Executive Board and is therefore optimally positioned to make an in-depth assessment of the work they perform. In addition, the Remuneration and Nomination Committee is responsible for personnel planning for the Board of Directors and the Group Executive Board, which is a strategic element of corporate management. The risk of a conflict of interests – in particular when defining compensation – is also excluded as the Chair withdraws when these matters are discussed in the Remuneration and Nomination Committee and by the Board of Directors.

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