Annual Report 2021

II. Compensation for the Board of Directors

The principles governing the compensation of members of the Board of Directors are set out in Article 21 paragraph 2 of the Articles of Association.

No member of the Board of Directors is currently entitled to any variable compensation or any allocation of option rights or other equity interests (shares or participation certificates). The non-executive members of the Board of Directors receive compensation in the form of a fixed flat-rate fee of CHF 145,000 which is paid out in cash after the respective Annual General Meeting for the preceding term. The Executive Chairman of the Board of Directors receives a fixed compensation in the form of a salary of CHF 2 million per year, which is paid out in cash on a monthly basis.

The amount of total compensation is regularly reviewed by way of external benchmarking and involves a comparison of the level and structure of Board of Directors compensation with, most recently, 21 industrial companies from the SMI and SMIM that are similar to Lindt & Sprüngli in terms of market capitalization and sales. The last benchmarking for the Board of Directors compensation was undertaken in December 2021.

The following compensation was effectively paid to the members of the Board of Directors in the financial years 2020 and 2021.

Compensation of the Board of Directors (audited)

 

 

Function on 31.12.2021

 

2021

 

2020

CHF thousand

 

 

 

Fixed cash
compensation1

 

Other
compensation2

 

Fixed cash
compensation

 

Other
compensation

E. Tanner

 

Executive Chairman of the Board of Directors, member of the CSC3

 

2,000

 

23

 

2,000

 

23

A. Bulgheroni

 

Board member, member of the Audit Committee and CNC

 

145

 

40

 

145

 

40

Dkfm. E. Gürtler

 

Board member, member of the Audit Committee

 

145

 

12

 

145

 

12

Dr R. K. Sprüngli

 

Board member, Chairman of the CNC and the CSC

 

145

 

12

 

145

 

12

Dr T. Rinderknecht

 

Board member, Chairman of the Audit Committee

 

145

 

12

 

145

 

12

S. Denz

 

Board member, member of the CNC and CSC

 

145

 

14

 

145

 

12

Total

 

 

 

2,725

 

113

 

2,725

 

111

1

Total compensation in the form of a fee respectively salary for E. Tanner as member of the Board of Directors and Executive Chairman of the Board of Directors of CHF 2 million (accrual-basis). The non-executive members of the Board of Directors received an unchanged fixed flat-rate fee of CHF 145,000.

2

AHV share of the employee on salary respectively fees paid by the employer (including that of the employer, that establishes or increases social insurance or pension contributions). The compensation shown for the year 2021 paid to E. Tanner includes a lump-sum expense allowance of CHF 18,000 (previous year: CHF 18,000). A. Bulgheroni also received a gross fee of CHF 28,000 (previous year: CHF 27,800) for his function as Chairman of the Board of Directors of Lindt & Sprüngli S.p.A and Caffarel S.p.A.

3

CSC: Corporate Sustainability Committee.

The amount of CHF 3.2 million approved by the General Meeting of April 24, 2020, as the maximum aggregate amount of compensation for the Board of Directors for the period until the General Meeting 2021 was not exceeded. The same amount of CHF 3.2 million was approved by the General Meeting of May 4, 2021, as the maximum aggregate amount of compensation for the Board of Directors for the period until the General Meeting 2022. The amount effectively paid out for the financial year 2022 will be disclosed in the Annual Report 2022.

No loans and credits were granted to current or past executive or non-executive members of the Board of Directors.

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