Remuneration
Total Page:16
File Type:pdf, Size:1020Kb
REMUNERATION 124 Vifor Pharma Ltd. Annual Report 2020 HIGHLIGHTS PEOPLE 126 Chairwoman’s overview 128 Philosophy and approach to remuneration 130 Governance 134 Board and Executive remuneration 139 Remuneration awarded in 2020 and 2019 146 Overview of executive remuneration in 2020 and 2019 147 Outlook: changes in remuneration model for 2021 148 Statutory auditor’s report PORTFOLIO RESPONSIBILITY GOVERNANCE REMUNERATION FINANCE Vifor Pharma Ltd. Annual Report 2020 125 REMUNERATION CHAIRWOMAN’S OVERVIEW The remuneration “programs of Vifor Pharma are designed to support our corporate strategy and to ensure a sustainable performance towards our future objectives.” SUE MAHONY CHAIRWOMAN OF THE REMUNERATION COMMITTEE 126 Vifor Pharma Ltd. Annual Report 2020 HIGHLIGHTS “ We reward entrepreneurial Vifor Pharma’s remuneration philosophy aims to attract and retain highly talented and behaviour that ethical individuals who help us ensure the drives sustainable long-term competitiveness and success of our PEOPLE business, to meet the needs of patients, to performance and look after the interests of our stakeholders and the environment in order to deliver on the long-term value strategy and to sustain profitable growth. This report sets out the remuneration policies for creation.” the Board of Directors and Executive Commit- tee which are designed to help them achieve these goals. A year of unprecedented challenges for Chief Medical Officer and Gregory Oakes as countries and companies around the world President North America. PORTFOLIO has underlined the importance of a strong and transparent remuneration framework. The Remuneration Committee considers Vifor Notwithstanding, as in previous years, Vifor Pharma appropriately positioned to enable it Pharma’s philosophy and approach to remu- to compete successfully with its peers and to neration has remained stable: we reward support its ambitious growth plans. Nonethe- entrepreneurial behavior that drives sustain- less, are we constantly scrutinizing our able performance and long-term value remuneration and promotion processes to creation. The negative effect of the sales foster equitable career flows for both women growth below the set targets in this challeng- and men when it comes to pay equity, leader- ing year has been mitigated by an EBITDA ship development training and organizational RESPONSIBILITY exceeding the targets due to management’s culture. careful contingency planning and cost control. Our Chairman, the members of the Board of 2020 also saw major changes to the composi- Directors as well as the Executive Committee tion of the Board of Directors, with the former continue to demonstrate their personal Executive Chairman (now Honorary Chairman) commitment, alignment with the shareholders’ Etienne Jornod, passing on his tasks and interest and their confidence in Vifor Pharma responsibilities after over 40 years of remark- Group by being remunerated significantly in able service to Jacques Theurillat, as Chairman, blocked shares. On the following pages, GOVERNANCE and Stefan Schulze, as Chief Executive Officer. we explain how the different remuneration This change is also reflected in the remunera- programs for the Board of Directors, the tion structure and will lead to a reduction Chairman of the Board of Directors and the of the remuneration for the Board of Directors Executive Committee are designed to ensure and an increase of the remuneration of the sustainable success and to protect the Executive Committee. The full effect of which interests of our shareholders. will become visible as from 2021 onwards. Apart from the reduction of such shift, the Yours sincerely, remuneration of the Board of Directors remained unchanged. REMUNERATION In the past year Vifor Pharma has been able to attract highly regarded talents in a compet- itive market. The Executive Committee was substantially strengthened in 2020 with the recruitment of Lee Heeson as President Sue Mahony International, Dr. Klaus Henning Jensen as Chairwoman of the Remuneration Committee FINANCE Vifor Pharma Ltd. Annual Report 2020 127 REMUNERATION PHILOSOPHY AND APPROACH TO REMUNERATION The company’s philosophy and approach to remuneration have remained stable in recent years. To reflect their different roles on delivering by the Board, who recognizes that under the strategy, the Board of Directors (Board) certain circumstances, achieving economic and the Executive Committee are remuner- success may require a longer period of time. ated through different programs. In order to strengthen the alignment of executives and shareholders, members of the Board members receive a fixed remuneration, Executive Committee receive part of their independent of operational performance, to remuneration in restricted shares and are underscore their focus on corporate strategy, subject to a minimum shareholding require- supervision, governance and sustainability. ment. Selected members of senior manage- ment involved in long-term company projects To strengthen the alignment with sharehold- may also be invited to participate in the ers’ interests, Board members, including the share-based Long-Term Incentive Program. non-executive Chairman of the Board, receive all or part of their remuneration in the form of restricted shares. Members of the Executive PAY-FOR-PERFORMANCE Committee are remunerated according to the ALIGNMENT principles below. In addition to their fixed salary, members of the Executive Committee receive variable ATTRACTION AND RETENTION remuneration to reflect the operational performance of the company as well as their We aim to attract and retain highly talented, individual contributions. entrepreneurial, effective individuals who comply with the highest ethical standards and who can help us promote the well-being of FAIRNESS patients, protect the interests of our share- holders and drive the long-term success of We strive to remunerate our employees fairly our company. in the highly competitive market environment. STRATEGIC AND SHAREHOLDER CLAW-BACK PROVISIONS ALIGNMENT Correct and ethical behaviour is the foun- Our remuneration principles are in line dation of our activities. Should any wilful with our vision and strategy, both in terms of misconduct or fraud lead to a restatement of driving performance and of delivering the accounts of Vifor Pharma, bonus and the returns expected by our shareholders. long-term incentives awarded or paid during Vifor Pharma’s remuneration system is part the past three years to members of the of a sustainable, long-term development Executive Committee directly involved in such policy to support the strategic goals defined activities may be withheld or be subject to reimbursement. 128 Vifor Pharma Ltd. Annual Report 2020 HIGHLIGHTS PEOPLE PORTFOLIO RESPONSIBILITY Vifor Pharma Ltd. Annual Report 2020 GOVERNANCE REMUNERATION 129 FINANCE REMUNERATION GOVERNANCE SHAREHOLDERS’ ENGAGEMENT RESPONSIBILITIES OF THE DIFFERENT BODIES IN Our shareholders have been given a greater DETERMINING REMUNERATION voice on remuneration matters in recent years. The Articles of Association that outline the Vifor Pharma’s remuneration and reporting principles of remuneration are approved by comply with: the Annual General Meeting. In addition, shareholders annually elect the members of – the Swiss Code of Obligations, the Remuneration Committee for the coming – the Swiss Federal Ordinance against period of office and approve the maximum excessive compensation in publicly listed aggregate remuneration amounts each year corporations (VegüV), for the Board and the Executive Committee – the standards on corporate governance of prospectively for the next business year. SIX Swiss Exchange and Furthermore, shareholders may express their – the Swiss Code of Best Practice for Corpo- opinion on the remuneration report in a rate Governance of Swiss national federa- consultative vote at the Annual General tion, economiesuisse. Meeting. The remuneration report describes the remuneration principles and programs as The Board is responsible for designing the well as the governance framework related to remuneration policy and programs and for the remuneration of the Board and Executive determining individual remuneration for the Committee. The report also provides details members of the Board and the Executive on the remuneration awarded to the members Committee. Furthermore, the Board is of the Board and of the Executive Committee accountable for the preparation and overall in the reporting year. fair presentation of the remuneration report in accordance with Swiss law and the VegüV. The Remuneration Committee approves the PROVISIONS IN THE VIFOR individual remuneration of EC members PHARMA ARTICLES OF other than the CEO. For the remuneration of ASSOCIATION: SUMMARY the CEO and the Board, the Remuneration Committee acts in an advisory capacity while The responsibilities of the different deci- the Board retains the decision authority sion-making bodies in determining remunera- on matters relating to remuneration except tion and the guiding principles are defined for the maximum aggregate remuneration in the Vifor Pharma Articles of Association. amounts for the Board and for the Executive The Articles of Association form the basis for Committee, which are approved by sharehold- our remuneration strategy and policy for the ers at the Annual General Meeting. The Board and the Executive Committee. They are responsibilities of the different bodies also the basis for any recommendation or regarding remuneration matters are detailed