In order to ensure their independence in their supervisory duties, the members of the Board of Directors receive 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 restricted share units, while the committee fees and the representation allowance are paid in cash. For the term of office starting at the 2022 Annual General Meeting, the committee fees will be paid half in cash and half in restricted share units as well. The restricted share units are granted at the beginning of the term of office and are converted into blocked shares at the end of the term of office. The shares are blocked from trading for a period of three years. The blocking period on the shares may lapse in case of a change of control or liquidation. The shares remain blocked in all other instances.
The cash compensation is paid 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.)|
|Board Chair||450,000 + 30,000 allowance||450,000*|
|Committee fees (gross p.a.)**|
* Converted into restricted share units based on the average closing share price in the five first trading days of April before the beginning of the year of office.The restricted share units are settled in shares that 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.
*** The committee fees will be paid 50% in cash and 50% in RSU, starting at the Annual General Meeting 2022.