— Compensation report — Compensation governance

Compensation governance

Nomination and Remuneration Committee

The Articles of Association, the Organizational Regulations of the Board of Directors and the Nomination and Remuneration Committee Regulations (on medmix.swiss/Investors/Governance; under Downloads) define the functions of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee supports the Board of Directors in nominating and assessing candidates for the Board of Directors and Executive Committee positions, establishing and reviewing the compensation strategy and principles, and preparing the respective proposals to the Shareholders’ Meeting regarding the compensation of the members of the Board of Directors and of the Executive Committee.

The Nomination and Remuneration Committee is responsible for the following activities and submits all proposals concerning these activities to the Board of Directors, which has the final decision authority:

• Periodic assessment of the membership structure of the Board of Directors, determination of selection principles, and identification of potential candidates for the Board of Directors
• Succession planning for the CEO and Executive Committee positions
• Periodic assessment of the compensation policy and programs
• Determination of performance targets for the CEO and the Executive Committee positions for the purpose of the incentive plans
• Preparation of the respective proposals for the Shareholders’ Meeting on the maximum aggregate amounts of compensation for the Board of Directors and for the Executive Committee
• Determination of the target compensation for the CEO and for the Executive Committee positions
• Preparation of the compensation report

The table below describes the levels of authority:

Compensation Governance: Levels of authority

The Nomination and Remuneration Committee consists of a maximum of three non-executive and independent board members. The members of the Nomination and Remuneration Committee are elected individually and annually by the Shareholders’ Meeting for the period of office until the following ordinary AGM.

On April 12, 2022, Rob ten Hoedt (Chairman) and Barbara Angehrn were elected for the first time and Grégoire (Greg) Poux-Guillaume re-elected as members of the Nomination and Remuneration Committee. Jill Lee did not stand for re-election. Marco Musetti remains a member of the Board of Directors, but no longer a member of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee meets as often as the business requires, but at least twice a year. In 2022, the Nomination and Remuneration Committee held five meetings and all members were in attendance at each of the meetings.

The Chairman of the Nomination and Remuneration Committee reports to the next meeting of the full Board of Directors on the activities of the Nomination and Remuneration Committee and the matters discussed. The Chairman, as far as necessary, submits the respective proposals for approval by the Board of Directors. The minutes of the Nomination and Remuneration Committee meetings are available to all members of the Board of Directors. The Nomination and Remuneration Committee may appoint third parties to provide independent advice or perform services as it deems necessary for the fulfillment of its duties.

Shareholders’ role and engagement

The company is keen to receive shareholders’ feedback on the compensation policy and programs. Further, the company proposes to regularly meet with shareholders and shareholder representatives to understand their perspectives. At the AGM, shareholders will consider and approve the maximum aggregate compensation amounts for the Board of Directors and for the Executive Committee in an annual binding vote.

Further, the Articles of Association, which are also subject to shareholders’ approval, regulate the principles of compensation. They include the following provisions related to compensation (the full version of the Articles of Association can be found on medmix.swiss/Investors/Governance, under Downloads).

• Principles of compensation (Article 31): Non-executive members of the Board of Directors receive fixed compensation only. Members of the Executive Committee receive fixed and variable compensation elements. The variable compensation may include short-term and long-term variable compensation components. These are governed by performance metrics that take into account the performance of the company, the group or parts of it, targets in relation to the market, other companies or comparable benchmarks and/or individual targets, as well as strategic and/or financial objectives. Compensation may be paid in the form of cash, shares, options, financial instruments or similar units, in kind, in services, or in other types of benefits.
• Shareholders’ binding vote on remuneration (Article 29): the Shareholders’ Meeting shall approve the maximum aggregate amount of compensation for the Board of Directors for the next term of office and the maximum aggregate amount of compensation for the Executive Committee for the following financial year. The Board of Directors shall submit the annual compensation report to an advisory vote at the AGM.
• Additional amount for members of the Executive Committee hired or promoted after the vote on remuneration by the Shareholders’ Meeting (Article 30): to the extent that the maximum aggregate amount of compensation as approved by the Shareholders’ Meeting does not suffice, up to 40% of the maximum aggregate amount of compensation approved for the Executive Committee is available, without further approval, for the compensation of the members of the Executive Committee who were appointed or promoted after the AGM.
• Loans, credit facilities, and post-employment benefits for members of the Board of Directors and of the Executive Committee (Article 34): the company may not grant loans or credits to members of the Board of Directors and of the Executive Committee.