Annual report 2023

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:

The table below describes the levels of authority:

Compensation Governance: Levels of authority

 

 

CEO

 

Nomination & Remuneration Committee

 

Board of Directors

 

Shareholders' Meeting

Selection criteria and succession planning for the Board of Directors

 

 

 

proposes

 

approves

 

 

Selection criteria and succession planning for the Executive Committee

 

proposes

 

reviews

 

approves

 

 

Compensation policy and programs

 

 

 

proposes

 

approves

 

 

Aggregate maximum compensation amounts for the Executive Committee and for the Board of Directors to be submitted to vote at the AGM

 

 

 

proposes

 

reviews

 

approves (binding vote)

Remuneration system and Board member fees

 

 

 

proposes

 

approves

 

 

Compensation of the CEO

 

 

 

proposes

 

approves

 

 

Individual compensation of the members of the Executive Committee

 

proposes

 

reviews

 

approves

 

 

Performance objectives and assessment of the CEO

 

 

 

proposes

 

approves

 

 

Performance objectives and assessment of the Executive Committee

 

proposes

 

reviews

 

approves

 

 

Compensation report

 

 

 

proposes

 

approves

 

consultative vote

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 28, 2023, David Metzger was elected for the first time and Rob ten Hoedt (Chairman) and Barbara Angehrn were re-elected as members of the Nomination and Remuneration Committee. Grégoire Poux-Guillaume did not stand for re-election.

The Nomination and Remuneration Committee meets as often as the business requires, but at least twice a year. In 2023, the Nomination and Remuneration Committee held four meetings and information on attendance is available in the Corporate Governance section of this report.

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. Members of the management team do not participate in meetings where their compensation is being discussed and resolved.

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. The compensation report will be submitted for shareholder approval in an advisory vote.

Further, the Articles of Association, which are also subject to shareholders’ approval, regulate the principles of compensation. Minor changes were made to the Articles of Association at the AGM 2023 as the Swiss Parliament adopted a revision of the corporate law on June 19, 2020, which entered into force on January 1, 2023 (subject to certain transitional provisions). Pursuant to the new corporate law, Swiss corporations are obliged to revise their corporate documents to comply with the new law by the end of 2024. Thus, Articles 30 and 32 of the Articles of Association were slightly amended:

The Articles of Association in the current version 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).

Activities in other organizations

Based on Article 734e of the Swiss Code of Obligations, the compensation report must specify the functions of the members of the Board of Directors and the Executive Committee in other for-profit entities within the meaning of Article 626 para. 2 no. 1 of the Swiss Code of Obligations (external mandates). For this, the following table includes the name of the company and the function exercised.

Member

 

Name of company 

 

Function

Rob ten Hoedt

 

Medtronic AG, CH

 

Executive Vice President & President, Europe, Middle East & Africa (EMEA) and Asia-Pacific (APAC), Member of the Executive Committee

 

Fagron International NV, NL

 

Member of the Board of Directors

 

NLC Health, NL

 

Chairman of the Supervisory Board

 

 

 

 

 

Barbara Angehrn

 

Asceneuron SA, CH

 

Chief Executive Officer, Member of the Board of Directors

 

Bellevue Group AG, CH

 

Member of the Board of Directors

 

Stepstone Pharma GmbH, CH

 

Managing Director

 

 

 

 

 

Daniel O. Flammer

 

AdvisReal AG, CH

 

Member of the Board of Directors

 

Altrimo Treuhand Group AG, CH

 

Member of the Board of Directors

 

AR Financial Advisory AG, CH

 

Member of the Board of Directors, Managing Partner

 

AR Professional Services AG, CH

 

Member of the Board of Directors, President

 

Tiwel Holding AG, CH

 

President of the Board of Directors

 

 

 

 

 

David Metzger

 

Mealda Capital GmbH, CH

 

Managing Director

 

Sopeli Capital GmbH, CH

 

Managing Director

 

Sulzer AG, CH

 

Member of the Board of Directors

 

Swiss Steel Holding AG, CH

 

Member of the Board of Directors

 

 

 

 

 

Greg Poux-Guillaume 

 

AkzoNobel N.V., NL

 

Chief Executive Officer and Chairman of the Board of Directors

 

 

 

 

 

Marco Musetti

 

Octo Telematics S.p.a., IT

 

Member of the Board of Directors

 

GEM Capital Ltd, CH

 

Chairman

 

United Manganese of Kalahari Ltd., ZA

 

Member of the Board of Directors

 

Tennine AG, CH

 

Member of the Board of Directors

 

Kalahari Minerals Marketing AG, CH

 

Member of the Board of Directors

 

Afro Minerals Trading AG, CH

 

Member of the Board of Directors

 

 

 

 

 

Dr. René Willi

 

Henry Schein, Inc., US

 

Member of the Executive Management Committee

 

ACE Surgical Supply Co. Inc., US

 

Member of the Board of Directors

 

BioHorizons, Inc., US

 

Member of the Board of Directors

 

Biotech Dental S.A.S., FR

 

Member of the Board of Directors

 

Camlog Holding AG, CH

 

Member of the Board of Directors

 

medentis medical GmbH, DE

 

Member of the Board of Directors

 

 

 

 

 

Girts Cimermans

 

Alpcot Ltd., UK

 

Director