Governance and RemunerationRemuneration ReportRemuneration philosophy and principles
2Remuneration philosophy and principles
We believe that a corporate culture offering employees dynamic and stimulating working conditions with great opportunities to grow and contribute to the shared objective of creating customer satisfaction and fostering long-term customer loyalty through excellence in peptide and oligonucleotide technology, quality, value, service and customer support is key for safeguarding PolyPeptide’s long-standing success.
In order to attract, motivate and retain talented individuals who drive performance, the Remuneration and Nomination Committee gives careful consideration to PolyPeptide’s remuneration framework, which aims to be simple, clear and transparent. The Remuneration and Nomination Committee is guided by the following key principles:
the remuneration framework should be competitive, commensurate with market conditions and drive sustainable long-term value creation
the remuneration framework should reward individual performance and align the interests of the Board of Directors and Executive Committee with the interests of PolyPeptide and its shareholders
the remuneration framework should be traceable
the remuneration framework should contain a balance of both fixed and variable components to create sustainable value
short-term variable components should be based on clear criteria and performance targets tied to PolyPeptide’s strategic objectives and values, with consideration given to qualitative factors, including the individual’s commitment to PolyPeptide’s values through demonstrated behaviors
long-term variable components should be evaluated and only awarded on the basis of PolyPeptide’s long-term performance to promote the creation of shareholder value
the remuneration framework should avoid creating unintended, undesirable or conflicting incentives or behaviors
In connection with the IPO and in establishing the remuneration framework for the newly listed Company, the members of the Remuneration and Nomination Committee reviewed and took into account (i) published industry benchmarking studies, including Swiss-focused reports issued by PwC Switzerland and (ii) evaluated the remuneration and the composition of the remuneration (e.g., cash only or cash and shares) of similarly sized Swiss and international listed life science companies and contract and development manufacturing organizations (CDMOs) (e.g., on the basis of revenue, number of employees and market capitalization).3
The benchmarking assessment generally showed that the existing and contemplated remuneration levels and structure (including the proportion and discount associated with any Board share-based payments) at PolyPeptide were comparable at the median range to the defined reference market. Thus, the benchmarking assessment was used as a basis to support the compensation proposals for the Board of Directors and the Executive Committee made to and ultimately approved at the extraordinary general meeting held on 19 April 2021 (the “EGM 2021”) (see section 4.2 “2021 compensation of the Board of Directors” and section 5.2.2 “2021 aggregate compensation of the Executive Committee” of this Remuneration Report). The Remuneration and Nomination Committee believes that the remuneration levels and framework will provide a competitive compensation package and allow PolyPeptide to access best in class candidates.
3The similarly sized Swiss and international listed life science companies and CDMOs included Idorsia Ltd, Medacta Group SA, Bachem Holding AG and Siegfried Holding AG.
In the future and to support compensation recommendations to the Board of Directors, the Remuneration and Nomination Committee will annually (or more often as required) benchmark the compensation of the members of the Board of Directors and the Executive Committee against the compensation of comparable companies to ensure that PolyPeptide’s remuneration continues to be guided by its established principles and remuneration levels remain competitive to support the retention and attraction of talent. For these purposes, the Remuneration and Nomination Committee currently views similarly sized Swiss and international listed life science companies and CDMOs (e.g., on the basis of revenue, number of employees and market capitalization) as relevant for their analysis.4
However, when undertaking such benchmarking exercises in the future, the Remuneration and Nomination Committee will critically consider the relevant reference groups as well as the findings and will exclude companies that skew the comparative results due to their unique corporate governance frameworks or other factors that may impact the comparability. The Remuneration and Nomination Committee will further continue to place particular emphasis on selecting functions and responsibilities that reflect PolyPeptide’s global activities, the growing complexity of its industry as well as the Group’s expanding human capital management responsibilities with an increasing number of employees. Following such assessments, the Remuneration and Nomination Committee may propose to the Board of Directors any compensation adjustments (e.g., increases / decreases in base salaries or changes in the proportion of the compensation components) for proposal to the general meeting. The Remuneration and Nomination Committee may also decide to consult external advisors for specific remuneration matters and related topics.
4The similarly sized Swiss and international listed life science companies and CDMOs included Idorsia Ltd, Medacta Group SA, Bachem Holding AG and Siegfried Holding AG.