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 company’s Articles of Incorporation (Art. 25 ff.) 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 company’s 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 and pension funds 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 company’s 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 company’s 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 (2018):

(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

 

30,000

 

75,942

 

368,442

Vincent Albers

 

Member

 

85,000

 

22,500

 

5,000

 

12,500

 

18,223

 

143,223

Guglielmo L. Brentel

 

Member

 

97,301

 

25,756

 

5,723

 

42,927

 

0

 

171,707

Josef Felder

 

Member; Chairman Audit & Finance Committee

 

97,301

 

25,756

 

11,447

 

8,585

 

0

 

143,089

Stephan Gemkow

 

Member

 

85,000

 

22,500

 

5,000

 

7,500

 

17,494

 

137,494

Corine Mauch

 

Member

 

9,562

 

22,500

 

563

 

5,000

 

5,485

 

43,110

Eveline Saupper

 

Vice Chairwoman; Chairwoman Nomination & Compensation Committee

 

100,000

 

22,500

 

15,000

 

10,000

 

21,386

 

168,886

Carmen Walker Späh

 

Member; Chairwoman of the Public Affairs Committee

 

0

 

0

 

0

 

0

 

0

 

0

Total

 

 

 

699,164

 

164,012

 

57,733

 

116,512

 

138,530

 

1,175,951

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

79,875

Total

 

1,385,826

Total amount approved by the General Meeting of Shareholders

 

1,600,000

b) for the comparative 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.

No severance payments or other long-term remuneration payments were made in 2017 or 2018.

2. Remuneration of the Management Board

a) for the reporting period (2018):

(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

 

320,100

 

159,900

 

176,845

 

26,994

 

1,083,839

 

984

 

162.50

Other members of the Management Board

 

1,150,000

 

460,225

 

229,775

 

434,799

 

89,029

 

2,363,828

 

1,414

 

162.50

Total

 

1,550,000

 

780,325

 

389,675

 

611,644

 

116,023

 

3,447,667

 

2,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 60% and 120% 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 2018.

b) for the comparative period (2017):

(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

 

325,482

 

162,518

 

180,539

 

26,994

 

1,095,533

 

792

 

205.20

Other members of the Management Board

 

1,170,834

 

464,760

 

246,240

 

461,633

 

98,387

 

2,441,854

 

1,200

 

205.20

Total

 

1,570,834

 

790,242

 

408,758

 

642,172

 

125,381

 

3,537,387

 

1,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount approved by the General Meeting of Shareholders

 

4,400,000

 

 

 

 

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. Loans, advances, non-market-based remuneration

No loans or advances were granted to members of the Board of Directors or the Management Board in 2018 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 AUDITOR’S REPORT

Report on the Remuneration Report 2018 (PDF)