Annual report 2018

68 | Galenica annual report 2018 Principles and responsibilities The guiding principles for the remuneration of the Board of Directors, the CEO and the other members of the Corporate Executive Committee, and the responsibilities for the remuneration system of Galenica are defined in the Articles of Association of Galenica. They include the provisions on the Remuneration Committee (Art. 21 of the Articles of Association) and remuneration (Art. 22 of the Articles of Association; see related links on page 76). Each year, the Board of Directors submits the maximum remuneration of the Board of Directors and the Corporate Executive Com- mittee to the Annual General Meeting for binding approval. Such approval is prospective for the next business year fol- lowing the Annual General Meeting. In addition, the Annual General Meeting holds a consultative annual vote on the Remuneration Report for the year under review. On the basis of the Articles of Association and the decisions of the Annual General Meeting, the remuneration strategy and the related remuneration system for the members of the Board of Directors and the Corporate Executive Com- mittee are determined by the Board of Directors based on a proposal from the Remuneration Committee. On an annual basis the Board of Directors decides on the individual remu- neration of the Chairman and the CEO as well as the aggre- gate for the other members of the Corporate Executive Committee as proposed by the Remuneration Committee. The remuneration of members of the Board of Directors, which may be paid in the form of blocked shares, is decided by the Board of Directors based upon a proposal of the Remuneration Committee within the range set by the Annual General Meeting. Remuneration Committee The Remuneration Committee consists of three members of the Board of Directors, all of whom are independent from Galenica and are elected annually by the shareholder meet- ing. Daniela Bosshardt-Hengartner (Chair), Michel Burnier and Fritz Hirsbrunner were elected as members of the Remu- neration Committee at the 2018 Annual General Meeting. The Remuneration Committee evaluates and approves prin- ciples and programmes for remuneration of the Galenica Group, and assesses criteria and the level achievements reached by the CEO and the members of the Corporate Executive Committee based on the targets set by the Board. The Remuneration Committee is responsible for deciding on the individual remuneration of the members of the Cor- porate Executive Committee, with the exception of the CEO, in consultation with the Chairman. In order to ensure its continued attractiveness as an employer, Galenica per- forms regular benchmarks of its remuneration levels against relevant peer markets. Generally, Galenica targets median levels representing competitive offers. Responsibility for the remuneration process Level of authority CEO Chairman Remuneration Committee Board of Directors Annual General Meeting Remuneration of the Chairman proposes approves approves maximum possible remuneration for the Board of Directors including the Chairman for the following year Remuneration of the mem- bers of the Board proposes approves Remuneration of the CEO recommends proposes (in consultation with Chairman) approves approves maximum possible remuneration for the Corporate Executive Committee including the CEO for the following year Remuneration of members of the Corporate Executive Committee proposes (in consul­ tation with Chairman) recommends approves (remuneration per member) is informed, approves (total amount) The Chairman is invited to all meetings of the Remuneration Committee except those dealing with his own remuneration (right of attendance, no voting rights). The CEO is invited to attend discussions on a case-by-case basis. Remuneration Report Galenica