In order to ensure their independence in their supervisory duties, the members of the Board of Directors receive a fixed compensation only, consisting of a retainer for services to the Board and an additional fee for assignments to committees of the Board, as well as a representation allowance for the Board chair. The retainer is paid half in cash and half in blocked shares, while the committee fees and the representation allowance are paid in cash. The shares are blocked from trading for a period of three years. The blocking period on the shares may lapse in case of change of control or liquidation. The shares remain blocked in all other instances.
The cash payment and the shares are transferred shortly after the Annual General Meeting for the previous term of office, being defined as the period between Annual General Meetings, except for the Board chair who receives his cash compensation in monthly installments. The members of the Board of Directors receive no additional reimbursements of business expenses beyond actual expenditures for business travel. The members of the Board do not participate in Sika’s employee benefit plans.
Structure of Board Compensation
|in CHF||in cash||in shares|
|Retainer (gross p.a.)|
|Chairman of the Board of Directors||450,000 + 30,000 allowance||450,000*|
|Members of the Board of Directors||125,000||125,000*|
|Committee fees (gross p.a.)**|
* Converted into shares on the basis of the average closing share price in the five first trading days of April before the beginning of the year of office. Shares are allocated to the members of the Board of Directors shortly after the end of the year of office.
** The Board chair is not eligible for committee fees.