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Compensation Report 2020COMPENSATION REPORT Geschaeftsbericht 2020_Englisch 1 24.02.2021 19:33:27 Compensation Report 3 Editorial Dr. Barbara Frei-Spreiter 5 Governance 8 Compensation principles 9 Compensation system for the Board of Directors 10 Compensation system for the Executive Board 14 Compensation in 2020 20 Report of the statutory auditor Reporting structure Reporting consists of the online report (www.sps.swiss/reporting) and the separate sub-reports (PDF download). For reasons of sustainability, only the short report is available as a printed version. 2 Geschaeftsbericht 2020_Englisch 2 24.02.2021 19:33:28 COMPENSATION REPORT – EDITORIAL DR. BARBARA FREI-SPREITER 3 Geschaeftsbericht 2020_Englisch 3 24.02.2021 19:33:30 COMPENSATION REPORT – EDITORIAL DR. BARBARA FREI-SPREITER Agility, flexibility and respon- sibility in the new normal The past 12 months have strongly influenced our perception of The renewal of the executive committees within Swiss Prime the world. As a society, we have had to restrict ourselves and Site continued. Since the 2020 Annual General Meeting, Ton partially and temporarily give up freedoms we took for granted. Büchner has been the new Chairman of the Board of Directors. This is in order to protect ourselves but also others. Agility and As part of the renewal process, the aim is to fill the announced flexibility are two important virtues, especially in these times, to vacant position of Rudolf Huber in the Board of Directors with a deal with changing circumstances. suitable successor at the 2021 Annual General Meeting. With Barbara A. Knoflach, the ideal candidate will be proposed to the Swiss Prime Site succeeded well in this in 2020. Despite some Annual General Meeeting. At the Executive Board level, there major restrictions, the company was able to continue working has been a change in the leadership of the core real estate busi- towards the goals it had set thanks to the adaptability of its pro- ness, with Dr. Martin Kaleja chosen as the ideal appointment. cesses and the open-mindedness of its employees. At the Anastasius Tschopp (CEO Swiss Prime Site Solutions) joined the beginning of 2020, the group company Tertianum was success- Executive Board from 2021, reflecting the future strategic fully transferred into new hands. It was important that the ap- importance of real estate asset management for third-parties. proximately 5 000 employees continue to be employed by the new owner. Regarding compensation and incentivisation of the Board of Directors and Executive Board, several key plans were imple- Especially in 2020, the commitment towards a range of stake- mented in 2020. One of these was to conduct an external holders was fundamental, while protecting the employees benchmarking analysis. This revealed that, in the context of the was top priority. It is only by having highly-qualified experts that size and structure of our company, and in the real estate in- we were able to safeguard our business processes despite dustry, Swiss Prime Site is within the standard market range. In the altered, and significantly more challenging, circumstances. addition, amendments and clarifications to the management In addition, the Board of Directors and Executive Board de- compensation regulations have been made. From 2021, clawback cided to set up a solidarity fund to help those employees particu- clauses will be introduced for members of the Executive Board. larly affected by the coronavirus. In the first instance, this Regarding the compensation of the Board of Directors, the 10% was intended to provide quick and effective help to Jelmoli sales discount for allocated shares has been cancelled and the staff, who were on short-time work due to the crisis and the blocking period has been adjusted from four to the standard prescribed closure of the premium department store, and suffered three years. a loss in wages as a result. The fund was endowed with CHF 450 000 and was financed equally from the Board of Direc- When I write these lines again in a year’s time, agility, flexibility tors’ fees and Executive Board members’ salaries. It was and responsibility will still be at the top of my list of priorities. also important to assist our tenants with personal and financial Nonetheless, my wish for all of us is that we will have passed a resources and provide them with as much support as possible bit of the «new normal» and will be able to pursue our tasks during this crisis. Many hospitality companies, event organisers, again with a little more ease. retailers and independent businesses were severely impacted by lockdown and had to stop trading for a period. By offering payment extensions, rent waivers and individual solutions, Swiss Prime Site managed to help nearly all its clients. Dr. Barbara Frei-Spreiter Member of the Swiss Prime Site AG Board of Directors and Chair of the Nomination and Compensation Committee 4 Geschaeftsbericht 2020_Englisch 4 24.02.2021 19:33:30 COMPENSATION REPORT – GOVERNANCE Governance The Compensation Report is written in Shareholders approve the maximum amount of compensation of accordance with the provisions of the Swiss the Board of Directors and the Executive Board by way of a bind- Ordinance Against Excessive Compensation ing vote at the Annual General Meeting. Shareholders also approve the Articles of Association that outline the principles of compen- in Listed Companies (hereinafter referred sation and approve the Compensation Report by way of a consul- to as «Ordinance»), the guidelines regarding tative vote. The proposed maximum amounts of compensation corporate governance information of submitted to shareholders’ vote are maximum figures that are paid the SIX Swiss Exchange and the principles out in case of substantial over-achievement of all relevant perfor- of the Swiss Code of Best Practice for mance targets. The effective compensation paid out is therefore Corporate Governance of economiesuisse. likely to be below the approved maximum amounts. The effective compensation is reported in the Compensation Report, which is The Compensation Report describes the subject to a consultative vote by the shareholders at the Annual governance framework, the compensation General Meeting. The combination of the prospective binding vote principles and programmes as well as on the maximum amounts of compensation and retrospective the compensation awarded to the members consultative vote on the Compensation Report gives shareholders of the Board of Directors and of the a say in decisions regarding compensation. Swiss Prime Site will Executive Board in the financial year 2020. continue to present the Compensation Report to the Annual Gen- eral Meeting for a consultative vote in future in order to give share- holders the opportunity to express their opinion on the compen- sation system. Provisions on compensation in the Articles of Association The Articles of Association can be found in their entirety on the Company’s website (www.sps.swiss under Governance). The follow- ing is a summary: Principles of compensation The members of the Board of Directors receive fixed compensation for their activities. Additional of the Board of Directors compensation may be paid for memberships in committees and for assuming special tasks or assign- Article 28 ments. The compensation may be paid entirely in cash or in restricted or unrestricted shares of the Company. Principles of compensation The members of the Executive Board receive fixed annual compensation for their activities as well of the Executive Board as variable performance-based compensation. The variable compensation is based on quantitative and Articles 30 and 31 individual targets that are determined annually by the Board of Directors in the Company’s and the shareholders’ long-term interests. The variable compensation may be paid in cash or partly in restricted or unrestricted shares of the Company. Approval of compensation by The Annual General Meeting annually approves with binding effect the maximum amount of compen- shareholders sation of the Board of Directors for the respective current financial year and the maximum amount Articles 29 and 32 comprising both the fixed and variable compensation of the Executive Board for the current financial year. The compensation effectively paid to the Board of Directors and the Executive Board is disclosed in the Compensation Report, which is subject to a consultative vote by the shareholders. Additional compensation In case of appointment of new members of the Executive Board after the approval of the maximum for new Executive Board amount of compensation by the Annual General Meeting, the maximum additional amount available members for each new member corresponds to 150% of the highest compensation paid to a member of the Article 32 Executive Board in the last ordinary shareholders’ meeting of the previous financial year. 5 Geschaeftsbericht 2020_Englisch 5 24.02.2021 19:33:30 COMPENSATION REPORT – GOVERNANCE Nomination and Compensation Committee — Monitoring of compliance with the compensation and nomina- tion policy determined by the Board of Directors, the Commit- The Board of Directors has a Nomination and Compensation tee itself and the Executive Board Committee (NCC) to provide support in compensation matters. Barbara Frei-Spreiter (Chair), Gabrielle Nater-Bass and Christopher — Any other activities assigned by law or by the Board of Directors M. Chambers are the current members of the Nomination and Compensation Committee. The Nomination and Compensation Committee acts in an advisory capacity while the Board of Directors retains the decision-making The responsibilities of the Nomination and Compensation Com- authority on compensation matters, except for matters concerning mittee are defined in a separate regulation. In summary, this the maximum amounts of compensation of the Board of Directors includes: and Executive Board, which are subject to the approval of share- holders at the Annual General Meeting. The authority levels of — Preparation of proposals to the Board of Directors regarding the different bodies on compensation matters are detailed in the the compensation principles, including the design of variable following table.
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