The purpose of this Compensation Report is to provide a holistic overview of Clariant’s Compensation Concept and Programs in general. In addition it includes the compensation levels of the Board of Directors and the Executive Committee, therefore some information from the Note 11, pages 165 to 168 of the Financial Statements of Clariant Ltd is repeated here.
1. Members and responsibilities of the Compensation Committee of the Board of Directors
The Compensation Committee (CoC) is currently made up of three non-executive members of the Board of Directors: Rudolf Wehrli (Chairman), Jürg Witmer and Klaus Jenny. The Secretary to the CoC is the Head of Corporate Human Resources. The Chair of the CoC may invite the CEO to discussions on individual agenda items, taking into account potential conflicts of interest which would oblige him to abstain.
The CoC establishes principles for compensation of members of the Board of Directors and submits them to the Board of Directors for approval. The Committee approves the employment contracts with the CEO and members of the Executive Committee (EC). Also, the Committee takes note of employment contracts for Heads of Global Functions, Global Business Units and Regional Presidents, including the corresponding compensations. All appointments and dismissals that fall within the remit of the Board of Directors are submitted in advance to the CoC which makes, with regard to compensation aspects, a recommendation to the Board of Directors.
The CoC reviews the global bonus, option and share plans, and makes recommendations to the Board of Directors. Furthermore, the Committee reviews fringe benefit regulations, dismissal regulations, and contractual severance compensation with the CEO, members of the EC, Heads of Global Functions, Global Business Units and Regional Presidents.
As a rule the CoC holds at least three meetings per year:
a) Spring: Discussion regarding the executive bonus plan allocation, determination of bonus payments for members of the EC.
b) Summer: Fundamental matters concerning the Group’s HR priorities.
c) Autumn: Preparation of the Annual Report and planning of compensation changes in the following year.
The CoC also meets as needed. In 2011, the CoC met three times and held several bilateral discussions and telephone conferences.