UBS Compensation Report 2009
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compensation report 2009 Excerpt from UBS’s Annual Report 2009 Contents 1 Compensation and shareholdings 2 Compensation governance 4 Total Reward Principles 6 Cash and equity incentives 8 Variable compensation funding framework 9 Compensation framework 12 2009 performance 13 2009 compensation for the Board of Directors and Group Executive Board 17 Shares and options held by the Board of Directors and Group Executive Board (at end of 2009) 27 UBS reporting at a glance 28 Contacts Advisory vote Compensation Report 2009 Compensation and shareholdings The UBS Total Reward Principles are designed to align employees’ interests with those of shareholders – the creation of long-term value and sustainable shareholder returns. These principles, reproduced in full at the end of the report, are established by the Human Resources and Compensation Committee (HRCC) of the Board of Directors (BoD), and provide the basis for 2009 compensation practices. Letter from the Human Resources and Compensation Committee of the Board of Directors Dear Shareholders on a number of long-standing drivers long-term performance. We continually Throughout 2009, the new UBS has including risk awareness, effective risk assess the alignment of our compensa- faced the crucial challenge of rebuild- and capital management, sustainable tion framework with shareholder ing its key businesses, regaining the profitability, and client focus. They also interests, the ability of that framework trust of shareholders and clients and highlight the importance of deferred to withstand a fluctuating market and establishing and developing the pursuit pay, and include additional forfeiture its effectiveness at supporting the of its longer term strategy to bring clauses in order to better align execution of the firm’s people strategy. about sustained profitability. All these employee compensation with medium We have closely followed international factors taken together have under- and longer-term shareholder value. developments in compensation, and scored the need to attract and retain are compliant with the frameworks key talent, which is critical to attaining Rewards based on longer-term risk- defined by the Financial Stability Board our strategic goals. At the same time, adjusted performance, especially for key and Swiss Financial Market Supervisory the increased competitive market senior management, has increased in Authority (FINMA), as well as those pressures, extensive regulatory importance. Thus for 2009 performance in other jurisdictions where we have oversight and a rapidly changing year, the first awards have recently been a substantial presence. In 2009, we commercial environment have also granted to Group Executive Board (GEB) extended our HRCC charter to reflect continued. Our approach to providing members under the Performance a greater scope of responsibility, both a robust and impactful compen- Equity Plan and the Cash Balance Plan particularly in relation to business risks. sation and talent framework has introduced at last year’s Annual General certainly been affected by these often Meeting (AGM). In addition the While developments in this area competing pressures. Incentive Performance Plan (IPP) has continue, we are confident that our been introduced as a key long-term compensation framework for 2009, At the start of 2009, in response to performance and retention tool in 2010. and the resultant overall compensa- lessons learned from the financial The IPP is specifically designed to reward tion program achieved the appropriate crisis, UBS acted as a forerunner in participants whose performance can balance between the demands of our implementing a new executive be linked to adding sustainable value to strategic goals, our economic position- compensation framework. The UBS over the next five years. ing, general market conditions and framework, which is now in place, the need to effectively reward and incorporates significant deferral for We will again hold an advisory vote on incent our talent – the most important senior management and places more compensation at the AGM in April resource to achieving our long-term emphasis on compensation at risk. 2010. Shareholder participation in goals. We also integrated the focus on compensation matters remains crucial “economic profit” as a key driver of and, as such, shareholders will be compensation accruals. During the asked to vote on the 2009 compensa- year, and building on work already tion report. started in 2008, we revised the Total Reward Principles, which summarize The HRCC and the full BoD are the compensation principles for all committed to reinforcing the relation- Sally Bott UBS employees. These principles focus ship between compensation and Chairman of the HRCC 1 Advisory vote Compensation Report 2009 Compensation governance Human Resources and Compensation Committee – reviewing variable incentive funding throughout the year and proposing the final outcome to the BoD for approval; The HRCC is composed of three independent members of – approving base salaries and annual incentive awards for the BoD. On 31 December 2009, the members were Sally GEB members, excluding the Group Chief Executive Offi- Bott (committee chair), Bruno Gehrig and Helmut Panke. cer (Group CEO) whose compensation needs to be ap- Hostettler & Partner AG provided independent external ad- proved by the BoD upon recommendation by the HRCC; vice to the committee and Towers Perrin supported the com- – proposing individual GEB appointments to the BoD and mittee with market data during the year. approving the associated employment agreements; and – working with the Governance and Nominating Commit- Authorities and responsibilities tee and the full BoD on reviewing succession plans for GEB members including the Group CEO. The HRCC is responsible for reviewing the Total Reward Prin- In addition, the HRCC charter was amended in 2009 to ciples and for submitting them to the BoD. Additionally, on reflect the changing regulatory environment, in particular behalf of the BoD, the committee has the following key the need to review compensation structures with human re- areas of responsibility: sources (HR) and the risk management function to ensure – reviewing and approving the design of the total compen- they do not encourage excessive or unnecessary risk-taking. sation framework, including compensation strategy, pro- Authorities for compensation-related decisions are gov- grams and plans, and proposing significant changes to erned by the “Organization Regulations of UBS AG” (Organi- plans and new plans to the BoD for approval; zation Regulations), “Annex B – Responsibilities and authori- – definingthe relationship between compensation and per- ties”, and “Annex C – Charter for the committees of the formance; Board of Directors of UBS AG”. The structure is shown below. Compensation authorities Compensation recommendations Recipients developed by Approved by Communicated by Chairman of the BoD Chairman of the HRCC 1 HRCC HRCC Group CEO Chairman of the BoD / HRCC BoD HRCC Members of the GEB Group CEO HRCC Group CEO Independent BoD members Chairman of the BoD / HRCC BoD Chairman of the BoD (remuneration system and fees) Variable compensation recommendations Recipients developed by Approved by Communicated by Respective member of the GEB together Divisional pools: HRCC Employees (excl. GEB) Line Manager with functional management team Overall: Board of Directors 1 The Human Resources and Compensation Committee. 2 Advisory vote Decision-making process for Group Executive Board Member The 2010 non-binding vote on the compensation report Total Compensation One of the most important responsibilities of the HRCC is We value the opinions of our shareholders and, at the AGM to decide and approve the actual amount of variable cash to be held in April 2010, we will provide shareholders with and equity compensation to be awarded to each GEB an opportunity to express their views through a vote on this member for performance during 2009. This relies on a compensation report. As the ultimate decision on compen- detailed and balanced review of not only Group per- sation is legally within the powers of the BoD, such a vote is formance, but also that of the relevant business division non-binding and advisory in nature. We believe that this and also the impact of specific individuals. It considers vote presents a meaningful way of involving our sharehold- Group and divisional performance information (economic ers in compensation matters. We also encourage sharehold- profit, other financial and non-financial factors such as ers to share their views regarding our compensation pro- leadership effectiveness, strategy execution, reputation grams and related matters directly with BoD members by impact, etc.) performance assessments from the Board, ini- contacting the Company Secretary. tial compensation recommendations from the Group CEO, contractual and related commitments and relevant market data. Final decisions regarding compensation for each of the members reflected both management and the HRCC’s desire to appropriately recognize performance in this difficult year but also to be necessarily constrained in light of absolute and relative overall performance. 3 Advisory vote Compensation Report 2009 Total Reward Principles In September 2009, revised Group-wide Total Reward Princi- Support appropriate and controlled risk taking ples were approved by the BoD following a review by the GEB Rewards are consistent with our risk framework and toler- and a proposal by the HRCC.