Remuneration report
Introduction
This report sets out the Company’s remuneration policy and how it has been applied for members of the Board of Management and the Supervisory Board for the financial year ended 31 December 2004.
In accordance with article 18 of the Company’s articles of association, determining the remuneration of the Board of Management is the responsibility of the Supervisory Board. In line with the Company’s internal regulations, the individual board remuneration and contractual terms of employment are in line with the Company’s remuneration policy, as adopted by the Annual General Meeting of shareholders held on 7 May 2004.
In accordance with article 26 of the Company’s articles of association, the remuneration of the Supervisory Board is determined by shareholders in General Meeting.
Remuneration Committee
The Supervisory Board has appointed a Remuneration and Appointment Committee (‘Committee’). The Committee has its own regulations which include provisions concerning the Committee’s objectives, composition, duties, responsibilities and working methods. The Committee makes proposals for the remuneration of the members of the Board of Management and the Supervisory Board. The Committee also reviews the size and composition of the Board of Management and the performance of its members.
The activities of the Committee during the year and its composition are described in the Report of the Supervisory Board.
Board of Management
Term of appointment and employment contracts
Members of the Board of Management appointed before 1 January 2004 have been appointed for an indefinite term. As from 1 January 2004, new members of the Board of Management are appointed for an initial term of four years. At the end of the first term, a Board member may be reappointed for successive terms of not more than four years.
To avoid a situation where more than two members of the Board of Management retire at the same time, the following resignation schedule has been drawn up by the Supervisory Board:
| Board member |
Date of resignation |
| Armin Preisig |
Annual General Meeting 2006 |
| Philippe Salle |
Annual General Meeting 2006 |
| Zach Miles |
Annual General Meeting 2007 |
| Peter Valks |
Annual General Meeting 2007 |
| Frits Vervoort |
Annual General Meeting 2008 |
| Brian Wilkinson |
Annual General Meeting 2008 |
The present employment arrangements for the members of the Board of Management are as follows:
 |
Zach Miles has been employed by the Company since 4 November 1999. He was appointed to the Board of Management on 10 December 1999. He succeeded Mr A.V. Martin as Chairman of the Board of Management and Chief Executive on 25 February 2004. Mr Miles’ employment agreement expires on 29 February 2007. Early termination of the employment agreement with Mr Miles during this three year period is not foreseen. |
|
Armin Preisig has been employed by the Company since 4 November 1999. He was appointed to the Board of Management on 2 October 2001. His employment agreement is in force for an indefinite period. Under Swiss law, his employment contract is terminable by either party with twelve months’ notice. |
|
Philippe Salle has been employed by the Company since 1 July 1999. He was appointed to the Board of Management on 2 May 2003. His employment agreement is in force for an indefinite period and can be terminated with three months’ notice by Mr Salle and six months’ notice by the Company. |
|
Peter Valks has been employed by the Company since 1 January 2000. He was appointed to the Board of Management on 2 May 2003. His employment agreement is in force for an indefinite period and can be terminated with three months’ notice by Mr Valks and six months’ notice by the Company. |
|
Frits Vervoort has been employed by the Company since 1 October 1997. He was appointed to the Board of Management as Chief Financial Officer on 2 October 2001. His employment agreement is in force for an indefinite period and can be terminated with three months’ notice by Mr Vervoort and six months’ notice by the Company. |
|
Brian Wilkinson has been employed by the Company since 4 November 1999. He was appointed to the Board of Management on 2 May 2003. His employment agreement is in force for an indefinite period and can be terminated with three months’ notice by Mr Wilkinson and six months’ notice by the Company. | |