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.
