Annual report 2018

Galenica annual report 2018 | 75 Developments and outlook In 2018, the Board of Directors was enlarged from six to seven members due to the election of Bertrand Jungo. In addition, a Strategy Committee was established and remu- nerated as an additional committee. Nevertheless, the max- imum total amount approved for 2018 by the Extraordinary General Meeting on 10 March 2017, namely CHF 1.65 mil- lion, was maintained. The remuneration granted to mem- bers of the Corporate Executive Committee for financial year 2018 was also in line with the maximum total amount of CHF 5.8 million approved by the Extraordinary General Meeting on 10 March 2017. A comparison of the levels of target achievement in 2018 with the previous year is shown in the table on page 74. At the Annual General Meeting on 2 May 2019, the maxi- mum remuneration for the members of the Board of Direc- tors and the members of the Corporate Executive Commit- tee pursuant to Article 22 of the Articles of Association of Galenica will be submitted to the shareholders for approval for financial year 2020 following the Annual General Meet- ing. This in turn sets an upper limit for the maximum possi- ble remuneration taking into account all variable elements such as the bonus and the LTI Programme (with blocked shares and performance units valued at the grant date). The effective payout for 2018 is much lower than the maximum Other remuneration Employment contracts The CEO and the members of the Corporate Executive Com- mittee are employed under employment contracts of unlim- ited duration and are subject to a notice period of a maxi- mum of 12 months. They are not entitled to any severance packages, or termination payments or change-of-control payments. With regard to clawback, the statutory claims for repayment apply (see Art. 678 (2) of the Swiss Code of Obligations, CO). Options Neither the members of the Board of Directors nor the members of the Corporate Executive Committee hold trad- able options. Loans and credits Galenica did not grant any loans or credits to members of the Board of Directors, members of the Corporate Execu- tive Committee or related persons in 2018. Former members of the Board of Directors and the Corporate Executive Committee Galenica did not pay any remuneration to former members of the Board of Directors or the Corporate Executive Com- mittee in 2018. Shareholdings and rights to performance share units of members of the Corporate Executive Committee (2018) Long-term Incentive Programme (LTI) Performance share units (PSU) 2) Number of shares held as at 31.12.2018 1) PSU granted in 2018 (potential vesting at 31.12.2020) 3) PSU granted in 2017 (potential vesting at 31.12.2019) 3) PSU granted in 2016 (potential vesting at 31.12.2018) 3) PSU pending Jean-Claude Clémençon 7,944 4,821 4,739 2,450 12,010 Felix Burkhard 15,807 2,925 2,913 1,910 7,748 Christoph Amstutz 3,356 1,661 1,635 868 4,164 Torvald de Coverly Veale 3,542 1,928 1,898 1,012 4,838 Daniele Madonna 1,849 1,529 1,212 385 3,126 1) Shares held by related parties of members of the Corporate Executive Committee are also included in the totals disclosed above 2) Each performance share unit transforms at vesting into one share 3) The shares corresponding to the PSU are transferred to the beneficiaries in the subsequent year For better comparability, the number of performance share units is shown already when granted and not only at vesting after the three-year plan period expires. Included in the table above is the expected number of performance share units that will – based on the current assessment of target achievement – ultimately vest. Remuneration Report Galenica