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Compensation, shareholdings and loans


Content and determining procedures
for compensation and stock option schemes
The Group’s salaries policy is based around progressive and future-oriented remuneration aimed at attracting and motivating qualified management staff with the necessary technical expertise and experience and at securing their long-term services to the company. 

Total remuneration is guided by standard market rates. Importance is attached to a variable re- muneration component that depends on the achievement of corporate and personal targets. The amount of this variable element of overall pay mainly depends on the results of the Group and the individual division and on the extent to which employees meet their personal performance targets. All performance assessment criteria are laid down at the beginning of each year. On the basis of the budget, the Board of Directors defines in particular the target attainment figures for the variable salary component. Personal performance targets consisting of financial management, performance management and social target values also form an integral part of the variable salary component. The target values are deter- mined on the one hand by the specific function of the management employee and on the other hand by key targets in the context of the implementation of the overriding corporate strategy. 

The personal performance targets account for 20% to 40% of the variable salary component, depending on the function and hierarchy. As a proportion of total remuneration, the variable salary is dependent on the degree of target attainment and may amount to a maximum of more than 100% of the fixed salary. 

The total remuneration per management member is finally fixed by the Board of Directors as a whole in a detailed performance appraisal at the end of the year. The members of management whose compensation is being decided on are, as a rule, not present at the relevant meeting. The company does not consult external advisers when setting compensation.


Compensation for serving members
of governing and executive bodies 

Compensation for members of the Board of Directors 
All members of the Board of Directors, including the Chairman, received an annual fee of 
CHF 50 000 (previous year: CHF 50 000). For 2006, the total compensation paid to the six-member Board of Directors amounted to CHF 300 000 (previous year: CHF 300 000). This fee includes attendance of the periodic Board meetings (at least five per year) and of the corresponding division meetings. 

Compensation for members of Management
Total remuneration covers basic salaries, bonuses for the business year in question and the estimated value of other benefits of a remunerative nature. For the 2006 business year, the total remuneration for the management members amounted to CHF 3.721 million – this includes pension fund contributions made by the employer in an amount of CHF 0.176 million (previous year: CHF 2.031 million, including pension fund contributions of CHF 0.126 million). The maximum compensation amounted to CHF 1.12 million (previous year: CHF 618 000). The contracts of employment of the acting members of management contain no agreement on the payment of a severance benefit in the event of their departure. There are no contracts of employment with unusual periods of notice (more than one year). No pecuniary benefits were paid other than those listed. In particular, no options or shares were allocated in 2005 and 2006.

Compensation for former members of governing and executive bodies
No compensation was paid to former members of governing bodies during the period under review or the previous year.

Share allocations during the year under review
During the year under review, no shares were allocated either to members of the Board of Directors or to members of Management.

Share ownership
As of December 31, 2009, a total of 607412 shares were held by members of the Board of Directores or members of Management as a result of exercised options or private purchases:



Dr. Hans Widmer holds his shares both privately and through Hans Widmer Management AG.Beat Frey holds his shares through KWE Beteiligungen AG. Schweiter Technologies is not aware of any shares held by persons closely associated with members of the Board of Directors or Management.

Options
In fiscal 2009 and 2008, no options were allocated to present or former members of governing and executive bodies (Board of Directors and Management) or other employees. As of December 31, 2009, no options were held by any member of a governing or executive body.

Loans to governing or executive bodies
No loans to governing or executive bodies have been made to members of the Board of Directors or Management. 

Contingent liabilities
In connection with credit facilities extended to the subsidiaries, the holding company has undertaken a guarantee in an amount up to a total of CHF 39.3 million. Of this amount, a total of CHF 5.3 million for sureties and guarantees had been drawn on by subsidiaries as at December 31, 2009.



    

 
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