Human Resources and Compensation Committee charter
Committee Members:
- Kenneth Simril - Chair
- Bernardo Hees
- Henry W. “Jay” Winship
Purpose
The primary purpose of the Human Resources and Compensation Committee (the “Committee”) is to discharge the responsibilities allocated to it by applicable law, the Company's Articles of Association and those of the Board of Directors (the “Board”) relating to compensation of the Company’s executives, workforce trends and oversight of talent management and succession planning. The Committee has overall responsibility for:
- designing, reviewing and overseeing the Company’s executive compensation plans, policies and programs;
- evaluating and making recommendations to the Board regarding the compensation of directors and the Company’s incentive compensation plans; and
- overseeing the Company’s programs, policies and practices relating to talent management and succession planning.
For purposes of this Charter, the term "executive(s)" or "executive officer" shall refer to (i) the member(s) of the Executive Management Team (as defined in the Company's Articles of Association and Organizational Regulations), and (ii) any other senior officer reporting directly to the CEO.
Committee Composition
- Members. The members of the Committee shall be elected by the shareholders at each annual general meeting for a term of office extending until completion of the next annual general meeting on the proposal of the Board, who shall submit such proposal to the shareholders upon recommendation of the Corporate Governance and Nomination Committee.
- Qualifications. Each member of the Committee shall meet all independence and other requirements of law and the New York Stock Exchange applicable to listed U.S. companies.
- Chair. The Chair of the Committee shall be appointed by the Board.
- Vacancies. If there are, for any reasons, vacancies on the Committee, the Board shall appoint from among its members substitutes for the respective term of office.
Committee Meetings
- Meetings. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings; provided that the Committee shall meet at least two times per year and at such other times as it deems necessary to fulfill its responsibilities. Meetings of the Committee may be held in person or by means of a telephone or video conference or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time.
- Agenda. The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee, the Board and management. The agenda and, to the extent practical, information concerning the business to be conducted at each Committee meeting shall be provided to the members of the Committee in advance of each meeting. Additionally, the agenda concerning the business to be conducted at each Committee meeting shall be circulated to all Board members in advance of the meeting.
- Report to the Board. The Committee shall report to the Board regularly and make available to the Board the minutes of its meetings.
- Performance Evaluation; Assessment of Charter. The Committee shall annually conduct a performance evaluation and shall report to the Board the results of the evaluation. The Committee shall review and assess the adequacy of this Charter annually and recommend any changes to the Board.
Authority and Duties
- Annually review the compensation of the Board and recommend to the Board for submission to, and ratification by the shareholders, the maximum aggregate amount of compensation of the Board between the annual general meeting at which ratification is sought and the next annual general meeting.
- Annually review and recommend to the Board for submission to, and ratification by, the shareholders the maximum aggregate amount of compensation of the Executive Management Team for the financial year commencing after the annual general meeting at which ratification is sought.
- If and when required, determine and approve the supplementary amount of compensation pursuant to article 28 of the Company's Articles of Association for members of the Executive Management Team assuming an Executive Management Team position during a compensation period for which shareholder ratification has already been granted.
- Review and approve, or, as the case may be, recommend to the Board for approval, all other compensation matters subject to article 735 et seq. of the Swiss Code of Obligations and the Company's Articles of Association.
- The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluate the performance of the CEO in light of those goals and objectives and, subject to the shareholder ratification requirements pursuant to the Articles of Association and applicable law, set the compensation level of the CEO based on this evaluation. In determining the compensation of the CEO, the Committee shall consider, among other things, the maximum aggregate amount already ratified by shareholders in relation to the relevant compensation period and the general compensation principles reflected in the Company's Articles of Association, the Company’s performance and relative shareholder return, the value of similar compensation paid to CEOs and as applicable other executives at comparable companies and the awards given to the CEO in past years.
- The Committee shall review the evaluation by the CEO of the performance of each member of the Executive Management Team and any other senior officers reporting directly to the CEO and approve the total compensation package for each such officer, including (a) the annual base salary, (b) performance-based bonus, (c) long-term equity-based compensation and (d) any perquisites that may be given. With respect to the members of the Executive Management Team, the Committee shall also consider the maximum aggregate amount already ratified by shareholders in relation to the relevant compensation period and the general compensation principles reflected in the Company's Articles of Association.
- The Committee shall annually review and make recommendations to the Board regarding the compensation of directors, including equity-based compensation. In making these recommendations, the Committee shall consider, among other things, to the extent relevant, the maximum aggregate amount ratified by shareholders in relation to the relevant compensation period and the general compensation principles reflected in the Company's Articles of Association, the level of compensation provided to board members at comparable companies and the demands of Board membership.
- The Committee shall review and make recommendations to the Board regarding the adoption, termination or amendment of the Company’s incentive compensation plans, including equity-based plans (collectively, the “Plans”), that are subject to Board or shareholder approval. The Committee shall oversee the Company’s compliance with SEC rules and regulations and Swiss law regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under New York Stock Exchange rules that, with limited exceptions, shareholders approve equity compensation plans.
- The Committee shall administer the Plans in accordance with their terms, applicable laws, rules, and regulations, delegating authority to management as appropriate.
- The Committee shall review and approve all new employment, consulting, retirement and severance agreements and arrangements (to the extent permitted by the Articles of Association and applicable law) proposed for the Company’s CEO, the other members of the Executive Management Team and for each other senior officers reporting directly to the CEO. The Committee shall periodically evaluate existing agreements with the CEO and each member of the Executive Management Team and senior officers directly to the CEO for continuing appropriateness.
- The Committee shall approve grants of stock or stock options, delegating as appropriate and subject to appropriate limitations, authority to the CEO to make grants to those who are not members of the Executive Management Team or senior officers or directors of the Company.
- The Committee shall, in consultation with senior management, establish the Company’s compensation philosophy, and shall administer the Company’s executive compensation program in accordance with its articulated compensation philosophy. The Committee shall review at least annually the Company’s executive compensation program. The program review should include, among other factors, whether (1) members of the Executive Management Team, and other senior officers reporting to the CEO, are rewarded consistent with the Company’s compensation philosophy, internal equity, competitive practice, applicable legal and regulatory requirements and contribution to Company performance and (2) the program supports the Company’s objectives and interests of shareholders.
- The Committee shall oversee and review annual incentive program metrics and, in consultation with senior management, update the goals based on market trends, shareholder expectations, and overall relevance to the Company’s strategy and operations.
- The Committee shall review and discuss with the Company’s management the Compensation Discussion and Analysis (CD&A) required to be included in the Company’s annual proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included. The Committee shall prepare the Compensation Committee Report required by the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
- The Committee shall review and discuss with the Company’s management the Company's Swiss statutory compensation report and, based upon such review and discussion, recommend such report to the Board for submission to an advisory vote of the shareholders. For its review, the Committee may also utilize the services of external advisors or consultants to the Company,
- The Committee shall review the Company’s compensation practices to ensure that they do not encourage unnecessary and excessive risk taking.
- The Committee shall review the results of any shareholder advisory votes on executive compensation and consider any implications.
- The Committee shall establish and review executive and director share ownership guidelines and monitor achievement of such guidelines.
- The Committee shall select a group or groups of comparable companies that shall be used for purposes of evaluating the appropriateness of the Company’s compensation packages.
- The Committee shall have sole authority and appropriate funding to select and retain compensation consultants and other advisors to advise the Committee, as needed. The Committee shall have the sole authority to establish the terms of engagement, including reasonable compensation, and oversee the advisor’s work. Before retaining an advisor, the Committee shall consider any factors affecting the advisor’s independence from management, including the factors set forth in the New York Stock Exchange’s listing standards. If, upon consideration of such factors, the Committee determines that the work of a compensation consultant would raise a conflict of interest, the Committee shall determine how the conflict of interest would be addressed.
- The Committee shall oversee the Company’s talent management and succession planning process, including succession planning for the position of CEO and selected senior leaders, and the Company’s initiatives and policies with respect to diversity and inclusion, workforce environment and culture.
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform any other functions it may find necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
Approved: October 26, 2023