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Remuneration Report | Roche 121 Remuneration Report | Roche 121 Remuneration Report All employees should be compensated fairly, transparently and competitively and participate appropriately in the company’s success. We honour performance and success. Optimal conditions enable employees to make their best possible contribution to improving the wellbeing of people in need. 122 1. Principles www Roche is an innovative and agile company whose based, transparent compensation structure. To Compensation success depends substantially on the expertise, ensure that compensation packages are competitive, policy: motivation and performance of its employees. This both the structure and individual components are https://www.roche. conviction forms the basis of our compensation policy. regularly benchmarked against Swiss, European and com/careers/for_ international criteria. Our remuneration guidelines employees/ Roche aims to remunerate all employees fairly, and their underlying principles are also subject to rewards.htm transparently and in line with market conditions, regular outside comparisons. to enable them to participate appropriately in the Sound value company’s success. We pursue this goal by providing However, compensation policy is only one factor system: competitive, performance-based and results-oriented in safeguarding Roche’s future success. The key https://www.roche. compensation. element is a corporate culture that offers employees com/careers/for_ conditions in which they can make their best employees/living_ We strive for a balanced mix of fixed and variable possible contribution to the shared corporate goal of our_values.htm compensation components geared to each employee’s improving healthcare to patients. This includes a position and management responsibility. sound and a sustainability-oriented value system that is based on integrity, courage and passion. At the Firstly, the variable components are intended to create same time, our decentralised management approach additional financial incentives to achieve corporate plays a major role with its wide scope for individual goals and to keep innovation at a consistently high decision-making, respectful interactions, openness level while increasing the value that the company to diversity, wide-ranging training and development creates for all stakeholder groups. Secondly, in order opportunities and an attractive working environment. to allow employees and managers to participate in the An unidimensional diminishment to questions on company’s business success, adequate compensation remuneration would fall by far too short. measures are key. Both objectives are incentivised by annual bonus payments and long-term securities- Roche is committed to a fair, performance-based based programmes. and results-oriented compensation policy that links employees’ interests with those of various other For a global company like Roche, market-competitive stakeholder groups. remuneration plays a key role along with a performance- Remuneration Report | Roche 123 2. Remuneration decision process and approval framework 2.1 Overview companies1 and at major Swiss companies2 and Each year the Remuneration Committee of Roche’s reports its findings to the full Board. The external Board of Directors decides the remuneration of Board consulting firm PricewaterhouseCoopers (PwC) members and the members of the Group’s Corporate assists the Remuneration Committee of Roche in Executive Committee. performing market comparisons and in advising. PwC has been awarded additional mandates in the Chairman, Group CEO and all other members of the Roche Group. Information on the Remuneration Group’s Corporate Executive Committee must not be Committee’s remit, powers and procedures for present when the Remuneration Committee decides making remuneration decisions can be found in the their corresponding compensation and have no right Bylaws of the Roche Board of Directors3 and in the to a say in decisions. The decision right is reserved to Articles of Incorporation.4 They are also outlined Remuneration Committee members only. in the sections below on the principles governing specific remuneration components (see 3.). The Remuneration Committee tracks market data on salaries at other leading global pharmaceutical Remuneration decision process and approval framework as of 2019 Beneficiary Remuneration Board of Directors (BoD) Corporate Executive Decision by Approval by components Chairman (C) Committee (CEC) incl. CEO Roche Group Base pay/remuneration √ √ Bonus √ (C only) √ Stock-settled Stock – √ Remuneration Committee Appreciation Rights (S-SARs) Restricted Stock Units (RSUs) – √ Annual General Performance Share Plan (PSP) – √ Board of Directors upon Meeting (expiring plans: recommendation from PSP 2017–2019 and Remuneration Committee PSP 2018–2020, see 3.1.5) (at the end of 2019 and 2020, respectively) Decisions on pension √ (C only) √ Remuneration Committee As of the end of 2018, no new PSP awards are the Board of Directors determined the payment of granted under the Performance Share Plan (PSP). the expired PSP 2017–2019 and must determine the Acting upon recommendations from the payment of the PSP 2018–2020 at the end of 2020, Remuneration Committee, at the end of 2019 respectively (see 3.1). 1 Peer set for 2019: Abbott Laboratories, AbbVie, Amgen, Astellas, AstraZeneca, Bayer, Bristol-Myers Squibb, Eli Lilly, GlaxoSmithKline, Johnson & Johnson, Merck & Co., Novartis, Pfizer, Sanofi, Takeda (no change in composition of peer set compared to 2018). 2 ABB, Credit Suisse, LafargeHolcim, Nestlé, Sonova, Straumann, Swiss Re, UBS, Zurich Insurance. 3 https://www.roche.com/about/governance/article_of_incorporation.htm 4 https://www.roche.com/about/governance/article_of_incorporation.htm 124 Since 2014, total aggregate amounts that are based on The General Meeting shall vote annually and with these decisions have been submitted to the General binding effect on the approval of the remuneration Meeting for approval implementing the ‘Ordinance (that the Board of Directors has resolved) of the Board against excessive compensation at listed joint-stock of Directors and the Corporate Executive Committee companies’ (Verordnung gegen übermässige Vergü tun- (for details see 4. and 5.). gen bei börsenkotierten Aktiengesellschaften [VegüV]). Peer set for 2019 Abbott Laboratories AbbVie Amgen Astellas AstraZeneca ABB Bayer Credit Suisse Bristol-Myers Squibb Roche LafargeHolcim Eli Lilly Nestlé GlaxoSmithKline Sonova Johnson & Johnson Straumann Merck & Co. Swiss Re Novartis UBS Pfizer Zurich Insurance Sanofi Takeda Peer set for 2019 Market comparison companies for salary assessment Pharma peer set Major Swiss companies 2.2 Procedure for submitting total Board and Retrospective approval Executive remuneration for shareholder approval Total aggregate bonus amounts for the Corporate at the Annual General Meeting Executive Committee and the Chairman of the Board Each year at the Annual General Meeting (AGM) of Directors for the financial year just ended will be shareholders approve the total remuneration for the submitted retrospectively at each ordinary AGM for Board of Directors and for the Corporate Executive separate and binding approval. Committee as decided by the Board of Directors’ Remuneration Committee and the Board of Directors, Prospective approval respectively. All other Board and Executive aggregate remuneration will be submitted prospectively to the AGM for According to the approval at the AGM 2014, separate and binding approval for the period between Roche has committed itself to obtaining separate two ordinary AGMs. and binding shareholder approvals of the total remuneration paid to the Board of Directors and to the Corporate Executive Committee as follows: Remuneration Report | Roche 125 André Hoffmann, Chairman of the Remuneration Committee. Peer set for 2019 Approval of total remuneration at the Annual General Meeting (AGM) 2020 Financial year 2019 Financial year 2020 Retrospective: C Chairman of the BoD (C): Bonus • Bonus for financial year 2019 (total amount) CEC Corporate Executive Committee (CEC) including CEO Roche Group: Bonus • Bonus for financial year 2019 (total amount) Prospective: BoD Board of Directors (BoD) including C: Base pay/remuneration Aggregate total remuneration (AGM 2020–AGM 2021) • Base pay/remuneration Corporate Executive Committee (CEC) including CEO Roche Group: CEC Aggregate total remuneration (AGM 2020–AGM 2021) Base pay S-SARs • Base pay RSUs • Stock-settled Stock Appreciation Rights (S-SARs) Indirect benefits • Restricted Stock Units (RSUs) • Indirect benefits AGM 2019 AGM 2020 AGM 2021 1.1.2019 1.1.2020 1.1.2021 126 3. Remuneration components 3.1 Overview of remuneration elements and is composed of 80% S-SARs and 20% RSUs As already described in the outlook for 2019 of the (based on the already existing individual target value Annual Report 2018 (page 128, 3.1.6), starting in of the total LTI for Corporate Executive Committee 2019, composition of the remuneration components members of 133.33% of a base pay measured on of the Long-Term Incentive (LTI) for the Corporate 1 January of a year). Vesting and expiration periods Executive Committee and the Enlarged Corporate are aligned for any newly issued S-SARs and RSUs Executive Committee is changed. (see below). Unlike all other participants of the two programmes, members of the Corporate Executive LTI 2019 of the Corporate Executive Committee Committee have no choice in determining the mix and Enlarged Corporate Executive Committee is of RSUs and S-SARs, which will
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