BKW’s remuneration policy defined by the Board of Directors is derived directly from BKW’s strategy and is intended, in particular, to promote the long-term interests of the company. It is designed around the following principles.
To reinforce the independence of Members of the Board of Directors in their supervisory activities, their remuneration exclusively comprises a fixed cash payment and attendance fee. They are also entitled to purchase a limited number of shares in the company at preferential conditions.
The remuneration system is designed to enable the recruitment of the best people in the market to fill these key roles, to motivate the holders of these positions to meet the over-arching company objectives and thus to achieve a long-term improvement in shareholder value. The remuneration system is based on the following principles:
The remuneration of the Group Executive Board is linked to the success of the company. A significant portion of the remuneration is paid out in the form of blocked shares, in order to unify the interests of the Group Executive Board with those of the shareholders.
BKW’s remuneration system both demonstrates continuity and creates stability. It ensures that the interests of the members of the Group Executive Board, BKW and the shareholders are aligned. In addition, it guarantees that no disproportionate risks are taken and that the long-term growth trajectory is strengthened. Therefore, the remuneration system represents less of a lever than models utilised by other listed companies.
BKW strives to provide market-rate remuneration for all functions, irrespective of gender, age, nationality and other demographic characteristics. It rewards competency and responsibility as well as performance, with a focus on the implementation of the strategy and the company’s results. In order to ensure that overall remuneration is in line with the market and performance, BKW regularly reviews the salary bands of the individual professional groups to make sure they correspond to the market median.
The remuneration system is designed to be simple and transparent.
Within the scope of this remuneration policy, BKW regularly assesses its remuneration system for the Board of Directors and Group Executive Board (at intervals of two or three years). In 2019, BKW engaged the specialist firm of consultants HCM International AG to review the remuneration of the Group Executive Board. This firm does not hold any other mandates issued by BKW. The Board of Directors used the findings of its analysis to determine what changes to make to the remuneration system from 2021. These changes are described in detail in the Outlook.
In addition to the review of the remuneration system, a market comparison of the level of remuneration of the Group Executive Board was carried out. In order to take account of the specific features of BKW, the remuneration was assessed against other representative companies.
The relevant market for recruitment of talent for BKW largely consists of listed industrial companies of a similar size and complexity. Therefore, the representative analysis looked at listed Swiss industrial companies (excluding the high-salaried financial and pharmaceutical sectors) with comparable market capitalisations (a total of 14 companies in a band from CHF 2,600 million to CHF 9,800 million) and comparable revenue figures (a total of 16 companies in a band from CHF 1,560 million to CHF 4,300 million). Since some of the companies met both criteria, the total group of representative companies comprised 22 other businesses.
While energy groups were considered, they did not qualify for the benchmark. Ever since Alpiq discontinued its stock exchange listing and transitioned its business model primarily to energy production, there are no longer any comparable energy companies in Switzerland in terms of listing, size, area of activity and available information.
The comparison group was therefore comprised the following companies: ams, Bucher Industries, Clariant, Conzzeta, Daetwyler, dormakaba, Fraport, Geberit, Georg Fischer, Givaudan, Landis + Gyr, Lonza, Implenia, OC Oerlikon, SIG Combibloc, Schmolz + Bickenbach (now: Swiss Steel Group), Sonova, Straumann, Sulzer, Swisscom, Tecan and VAT Group.
The market comparison revealed that while the total remuneration paid to the Group Executive Board was in the middle of the range, it was significantly below the median, and to an even greater extent when it came to the remuneration of the CEO. If the performance of the benchmark companies is taken into account (measured in terms of total shareholder return and development in market capitalisation), the remuneration of the Group Executive Board and in particular of the CEO appears lower because of the above-average performance of BKW.
In 2019, BKW also carried out a comparative review of the remuneration of Board of Director Chairs (BDC) (using 2018 as the benchmark year). Owing to the availability of data, the list of companies in the comparison differs slightly from that used for the Group Executive Board benchmarking exercise: Alpiq, Autoneum, Barry Callebaut, Bell, Bobst, Bucher Industries, Clariant, Conzzeta, Dätwyler, dormakaba, Emmi, EMS Chemie, Georg Fischer, KTM Industries, Landis + Gyr, Lindt & Sprüngli, Logitech, OC Oerlikon, Panalpina, SFS, SIG Combibloc, Sonova, Straumann, Sulzer, Swisscom, Temenos and VAT Group. Overall, these companies indicated a very broad distribution of remuneration for chairs of boards of directors ranging from CHF 150 thousand to CHF 6,150 thousand. The remuneration paid to the BKW Chairman of CHF 387 thousand is in the lower range by comparison.