Annual Report 2022

Governance and RemunerationCorporate Governance ReportCompensation, shareholdings and loans

5Compensation, shareholdings and loans

Information on compensation and shareholdings of the members of the Board of Directors and the Executive Committee can be found under section 4 “Compensation framework for the Board of Directors”, section 5 “Compensation framework for the Executive Committee” and section 6 “Ownership of shares and options” in the Remuneration Report 2022.

The rules regarding the principles of compensation are set in arts. 25 (Principles relating to the Compensation of the members of the Board of Directors), 26 (Principles of Compensation relating to the members of the Executive Management) and 29 (Additional Amount of Compensation for new members of the Executive Management) of the Articles of Association.

The rules regarding the approval of the remuneration by the general meeting are set forth in art. 13 (Votes on Compensation) of the Articles of Association.

Furthermore, according to art. 28 (Loans, Credits, Pension Benefits other than from Occupational Pension Funds, Securities) of the Articles of Association, the Company shall not grant loans, credits, pension benefits (other than from occupational pension funds) or securities to the members of the Board of Directors or the Executive Committee. Advance payments of fees for lawyers, court fees and similar costs relating to the defense against corporate liability claims up to a maximum amount of CHF 1,000,000 are not subject to these general restrictions.

In principle, there will be no payments to pension funds or similar institutions for the members of the Board of Directors. In exceptional cases, such payments may be made upon request of the Remuneration and Nomination Committee and subject to the approval by the general meeting if the members in question do not have other insurable income from subordinate employment.

Please refer to the Remuneration Report 2022 for further detailed information, and specifically with regard to loans and credits, see section 4.3 “Loans, credits and related-party compensation” and section 5.3 “Loans, credits and related-party compensation” of the Remuneration Report 2022.