Remuneration report

The following Remuneration Report describes the principles of the remuneration policy at Flughafen Zürich AG as well as the associated decision-making powers and the components of remuneration.

1. Remuneration policy at Flughafen Zürich AG

1. Foundations and principles

At Flughafen Zürich AG, the rules governing remuneration are based on the corporate and capital market law requirements of the Swiss Code of Obligations, the Ordinance against Excessive Compensation in Stock Exchange Listed Companies and SIX regulations as well as the companyʼs Articles of Incorporation and any resolutions and rules issued on the basis of these Articles.

The remuneration philosophy of Flughafen Zürich AG is geared to a corporate strategy oriented toward sustainable success. Market-based, performance-oriented remuneration is intended to create the conditions for recruiting and retaining qualified, committed employees in a competitive labour market. The remuneration system should be simply structured, clear and transparent. The basic structure of the companyʼs existing remuneration system has been unchanged for a long time; over the years there have merely been adjustments of individual aspects of it.

2. Components and methods of determination

For the remuneration of members of the Board of Directors

Remuneration of active members of the Board of Directors is based on an annual lump sum plus payments for attending meetings.

The applicable amounts are specified at the judgement of the Board of Directors as proposed by the Nomination & Compensation Committee. They remain valid for an indefinite period, i.e. until they are amended by a new resolution, if necessary. Additionally, the company assumes the payment of all statutory social security contributions due on these amounts. There are no bonus or participation programmes for members of the Board of Directors.

For the remuneration of members of the Management Board

Remuneration of members of the Management Board is based on individual employment contracts and comprises a fixed component (fixed salary and benefits) and a variable performance component plus employer contributions to social security and pension funds. Two thirds of the variable component is paid out in cash and one third in the form of shares in the company that are blocked for a period of four years, which ensures that the incentives include an element oriented to long-term perspectives.

The fixed component is determined on a discretionary basis, and the variable component is based on the degree to which the target for the companyʼs success set by the Board of Directors for the relevant financial year was achieved. EBIT according to the budget (excluding the influence of aircraft noise) has been adopted as the target. The target bonus proposed for 100% achievement of the target amounts to 100% of the fixed salary for the CEO and 50% of the fixed salary for the other members of the Management Board. In the event that the target is exceeded, variable remuneration is limited to 150% of the target bonus. If the achievement of the target drops below 70%, no variable remuneration is paid.

The amounts concerned are set by the Board of Directors as proposed by the Nomination & Compensation Committee. Members of the Management Board do not participate or have a say in these decisions of the Board of Directors.

3. Approval by the General Meeting of Shareholders

Each year, the General Meeting of Shareholders holds a binding vote on the aggregate amount of remuneration for the Board of Directors and the Management Board. On the basis of Article 26 of the companyʼs Articles of Incorporation, this vote is held prospectively; that is, the maximum aggregate amounts which could be paid to the members of the Board of Directors and the Management Board during the following reporting period are submitted to the General Meeting of Shareholders for approval.

In accordance with Article 26 para. 2 of the Articles of Incorporation, an additional sum of 30% of the approved aggregate amount is available as necessary for the remuneration of any subsequently nominated members of the Management Board (per additional member); this sum does not require the approval of the General Meeting of Shareholders.

As the amounts actually to be paid out depend in part on a consolidated result not yet known when these amounts are approved, this prospective method of approval requires that the theoretical maximum amounts be used by the General Meeting of Shareholders as a basis for their approval decisions. The remuneration actually paid out for a specific reporting period will be stated the following year in the Remuneration Report, which will be presented to the General Meeting of Shareholders for consultation.

2. Remuneration paid

The following table shows the remuneration that was actually paid for the given financial year:

1. Remuneration of the Board of Directors

a) for the reporting period (2017):

(CHF)

 

 

 

Remuneration for members of the Board of Directors

 

Remuneration for attending board meetings

 

Remuneration for committee membership

 

Remuneration for committee meetings

 

Social security contributions

 

Total

Recipient

 

Function

 

 

 

 

 

 

 

 

 

 

 

 

Andreas Schmid

 

Chairman

 

225,000

 

22,500

 

15,000

 

40,000

 

41,868

 

344,368

Vincent Albers

 

Member

 

85,000

 

22,500

 

5,000

 

17,500

 

18,951

 

148,951

Guglielmo L. Brentel

 

Member

 

97,301

 

25,756

 

7,631

 

28,618

 

0

 

159,306

Josef Felder 1)

 

Member; Chairman Audit & Finance Committee

 

64,867

 

17,171

 

7,632

 

5,724

 

0

 

95,394

Stephan Gemkow 1)

 

Member

 

56,667

 

7,500

 

3,333

 

0

 

9,840

 

77,340

Corine Mauch

 

Member

 

19,597

 

12,500

 

1,153

 

2,500

 

5,212

 

40,962

Eveline Saupper

 

Vice Chairwoman; since 20 April 2017: Chairwoman Nomination & Compensation Committee

 

100,000

 

20,000

 

13,333

 

15,000

 

21,496

 

169,829

Kaspar Schiller 2)

 

Member; until 20 April 2017: Chairman Nomination & Compensation Committee

 

31,298

 

8,285

 

3,682

 

5,523

 

0

 

48,788

Carmen Walker Späh

 

Member; Chairwoman of the Public Affairs Committee

 

0

 

0

 

0

 

0

 

0

 

0

Total

 

 

 

679,730

 

136,212

 

56,764

 

114,865

 

97,367

 

1,084,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following lump-sum payments were made:

 

 

to the Department for Economic Affairs of the Canton of Zurich (as part of the remuneration due to Carmen Walker Späh)

 

130,000

to City of Zurich (as part of the remuneration due to Corine Mauch)

 

69,250

Total

 

1,284,188

Total amount approved by the General Meeting of Shareholders

 

1,600,000

1) Since 20 April 2017

2) Until 20 April 2017

b) for the comparative period (2016):

(CHF)

 

 

 

Remuneration for members of the Board of Directors

 

Remuneration for attending board meetings

 

Remuneration for committee membership

 

Remuneration for committee meetings

 

Social security contributions

 

Total

Recipient

 

Function

 

 

 

 

 

 

 

 

 

 

 

 

Andreas Schmid

 

Chairman

 

225,000

 

25,000

 

15,000

 

40,000

 

41,827

 

346,827

Vincent Albers

 

Member

 

85,000

 

25,000

 

5,000

 

22,500

 

19,877

 

157,377

Guglielmo L. Brentel

 

Member

 

97,287

 

25,753

 

5,723

 

20,030

 

0

 

148,793

Corine Mauch

 

Member

 

20,000

 

17,250

 

0

 

0

 

5,385

 

42,635

Eveline Saupper

 

Vice Chairwoman

 

100,000

 

25,000

 

10,000

 

15,000

 

21,534

 

171,534

Kaspar Schiller

 

Member; Chairman Nomination & Compensation Committee

 

93,807

 

22,072

 

11,036

 

11,036

 

0

 

137,951

Ulrik Svensson

 

Member; Chairman Audit & Finance Committee

 

85,000

 

25,000

 

10,000

 

7,500

 

18,431

 

145,931

Carmen Walker Späh

 

Member; Chairwoman Public Affairs Committee

 

0

 

0

 

0

 

0

 

0

 

0

Total

 

 

 

706,094

 

165,075

 

56,759

 

116,066

 

107,054

 

1,151,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following lump-sum payments were made:

 

 

to the Department for Economic Affairs of the Canton of Zurich (as part of the remuneration due to Carmen Walker Späh)

 

132,500

to City of Zurich (as part of the remuneration due to Corine Mauch)

 

77,750

Total

 

1,361,298

Total amount approved by the General Meeting of Shareholders

 

1,600,000

No severance payments or other long-term remuneration payments were made in 2016 or 2017.

2. Remuneration of the Management Board

a) for the reporting period (2017):

(CHF)

 

Salary

 

Bonus (cash) 1)

 

Bonus (shares) 1)

 

Pension and social insurance expenses 2)

 

Miscellaneous

 

Total CHF

 

Number of shares 3)

 

Share price (CHF) 3)

Recipient

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephan Widrig (CEO)

 

400,000

 

325,506

 

162,494

 

180,539

 

26,994

 

1,095,533

 

729

 

222.90

Other members of the Management Board

 

1,170,834

 

479,184

 

231,816

 

461,633

 

98,387

 

2,441,854

 

1,040

 

222.90

Total

 

1,570,834

 

804,690

 

394,310

 

642,172

 

125,381

 

3,537,387

 

1,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount approved by the General Meeting of Shareholders

 

4,400,000

 

 

 

 

1) Allocation is rounded to whole shares, and any remainder is added to the cash component. This may result in minor differences between the cash and the share components, but the overall bonus remains unchanged.

2) Pension and social insurance expenses include contributions to supplementary retirement insurance, as well as employer’s contributions to social security and staff benefit schemes.

3) The bonus shares indicated above are based on the share price as at the end of the year. The definitive number of shares is calculated on the basis of the share price at the payment date.

Remuneration of members of the Management Board was effected as shown in the above table. The bonus (cash and share components) is accrued for the period under review and paid out in the spring of the following year. The aggregate variable remuneration (cash and share components of the bonus) amounts to between 50% and 122% of the fixed salary for individual members of the Management Board. Bonus shares are blocked for a period of four years (see also “Financial report”, “Consolidated financial statements according to IFRS”, “Notes to the consolidated financial statements”, note 3, Personnel expenses). No long-term remuneration or severance payments were made in 2017.

b) for the comparative period (2016):

(CHF)

 

Salary

 

Bonus (cash) 1)

 

Bonus (shares) 1)

 

Pension and social insurance expenses 2)

 

Miscellaneous

 

Total CHF

 

Number of shares

 

Share price (CHF)

Recipient

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stephan Widrig (CEO)

 

400,000

 

360,072

 

179,928

 

182,277

 

26,994

 

1,149,271

 

833

 

216.00

Other members of the Management Board

 

1,258,541

 

575,459

 

243,432

 

496,182

 

113,660

 

2,687,274

 

1,127

 

216.00

Total

 

1,658,541

 

935,531

 

423,360

 

678,459

 

140,654

 

3,836,545

 

1,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount approved by the General Meeting of Shareholders

 

3,500,000

 

 

 

 

Maximum available additional sum 3)

 

2,100,000

 

 

 

 

Amount used of additional sum 4)

 

336,545

 

 

 

 

1) The breakdown of the bonus into cash and equity components has been changed slightly compared with the information in last year’s Remuneration Report. This is because the bonus shares were rounded to whole shares at the time of the distribution, and the remaining amount was allocated to the cash component.

2) Pension and social insurance expenses include contributions to supplementary retirement insurance, as well as employer’s contributions to social security and staff benefit schemes.

3) In accordance with Article 26 para. 2 of the Articles of Incorporation, an additional sum of 30 % of the approved aggregate amount is available as necessary for the remuneration of any subsequently nominated members of the Management Board (per additional member).

4) For the unsecured remuneration portions of the approved total amount for the new Management Board members Stefan Gross (CCO) and Daniel Scheifele (CREO) (CHF 168,272.50 each).

3. Loans, advances, non-market-based remuneration

No loans or advances were granted to members of the Board of Directors or the Management Board in 2016 or 2017, nor was non-market-based remuneration paid to parties related to members of the Board of Directors or the Management Board during these years.

STATUTORY AUDITORʼS REPORT

Report on the Remuneration Report 2017 (PDF)