Principles and components of compensation

Board Members shall receive a fixed fee within the framework of the maximum amount approved by the general meeting. The Board of Directors shall set the amount of compensation at its own discretion, taking the members’ workload and position into account. To that purpose, the Board of Directors has enacted Rules and Regulations on the Compensationof Members of the Board of Directors, which are regularly reviewed to determine whether any adjustments are required. Extra compensation is paid for the positions of Chairman, Vice-Chairman, Audit Committee Chair and NCC Chair, and for extraordinary efforts that go beyond the normal activities of the Board of Directors, such as acting as Investment Committee Chair at Ina Invest Ltd. No extra compensation is paid, however, for sitting on the Board of directors of subsidiaries.

The table below gives an overview of the compensation for individual duties on the Board of Directors:

 

The compensation for the Board Members shall be paid two thirds in cash and one third in shares in Ina Invest Holding Ltd.

The number of shares to be allocated to the Board Members shall be calculated on the basis of the average shares price of Ina Invest Holding Ltd in December of the relevant year.

Any cash compensation shall be paid to the Board Members quarterly in arrears.

The shares shall be distributed in a single block each year on the first trading day in January of the relevant year of the term of office, i.e. immediately after the relevant month of December used to calculate the number of shares. The shares allocated to the Board Members will be blocked for a period of three years. The restriction shall continue to apply – excepting cases of invalidity, departure for reasons of age, or death – also in the event of a departure from the Board of Directors.

The Company pays the mandatory social security contributions (AHV and ALV) on the Board of Directors’ compensation. No contributions are made to insurance or pension institutions.

Board Members are reimbursed for travel expenses incurred of over CHF 50 against presentation of receipts. Each Board Member shall assume all other business expenses that he or she incurs.

The CEO's compensation, within the framework of the maximum amount approved by the annual general meeting, consists of a base salary and a performance-based variable component under the Short-Term Incentive Plan (STIP).

The amount of the base salary is determined by the Board of Directors at its discretion on recommendation by the NCC, taking into account the Company's financial results, the performance of the CEO, the economic situation and the compensation in similar companies.

In this instance, the Board benchmarked against a number of real estate companies such as Peach Property Group AG, Novavest Real Estate AG, Varia US Properties AG, Fundamenta Real Estate AG, Warteck, Plazza, Hiag Immobilien, Investis. The base salary shall be paid in cash in 12 instalments at the end of each month.

The compensation under the STIP shall be due and payable if and to the extent that the CEO's individually defined performance targets and the financial  targets have been achieved over the whole calendar year.

For the year 2020, the following qualitative personal objectives and quantitative financial targets (EBITDA, sales and growth targets) were taken into account for the compensation under the STIP.
 

Short-Term Incentive Plan (STIP)

Financial targets (50%) weighting EBITDA (20%) Sales (10%) Growth targets (20%)	Personal objectives (MbO) (50%) weighting Strategy (16.6%) People, Culture, Values (16.6%) Daily Business Development (16.6%)

A 50% weighting was assigned to the quantitative financial targets and to the qualitative personal objectives. Among the financial targets, the EBITDA target was weighted 2/5^ths, the growth targets were weighted 2/5^ths, and the sales targets 1/5^th.

The Target Incentive of the STIP represents 40% of the CEO's annual base salary.

The actual amount of compensation under the STIP shall be determined by the Board of Directors on recommendation of the NCC, taking into account the degree of achievement of the target. The actual amount of compensation may range from 0% to 200% of the Target Incentive.

The compensation under the STIP shall be paid 50% in cash and 50% in Restricted Share Units (RSUs) with a vesting period of three years. After vesting, each RSU carries the right to subscribe for one registered share in Ina Invest Holding Ltd with a nominal value of CHF 0.03. The CEO's employment contract stipulates the Company can demand the return of all or part of the compensation under the STIP ("Clawback") in the event of a serious breach of the Code of Conduct or violation of statutory obligations and may also reduce future compensation under the STIP in whole or in part ("Malus"). 

The number of RSUs to be allocated shall be determined by the Board of Directors by dividing the relevant amount of compensation for the financial year in question by the reference price of the RSUs and then rounding up to the next whole number of RSUs. The reference price of the RSUs equals the average closing price of the Ina Invest Holding Ltd share in the calendar month immediately before the allocation of the RSUs. The RSUs vest on the third anniversary of the allocation, so long as the CEO is in a non-terminated employment relationship with the Company or a subsidiary. The Board of Directors may provide for different vesting periods.

The cash component of the compensation under the STIP will be paid and the RSUs will be allocated during the month of March following the financial year under review. The RSUs for 2020 will therefore be allocated in March 2021.

The CEO is paid an annual all-inclusive expense allowance of CHF 18,000.