Compensation of the Board of Directors, the Advisory Board and the Group Management or the Management Board
The compensation shown reflects the expenditures recognised in the income statement during the reporting year (irrespective of the dates on which these were paid). Included among the active members of the Board of Directors and Group Management are those individuals who completed their period of tenure during the year. No compensation was paid to former members or related parties of the Board of Directors, the Advisory Board and the Group Management. Within the framework of the new corporate structure, the Advisory Board for Media Technology and Innovation was dissolved with effect from 1 January 2020.
Total compensation paid to the Board of Directors, the Advisory Board and the Group Management or Management Board
|in CHF 000||Directors 1||Advisory Board
|Number of members per balance sheet date||8.0||–||3.0||11.0|
|Annual average of members||7.2 2||–||3.5 3||10.7|
|Fees/salaries||2 125||–||1 458||3 583|
|Profit participation for managers and share of profits for Group Management paid in cash||–||–||500||500|
|Share of profits for Group Management paid in shares 2020 5||–||–||– 6||–|
|Share of profits for Group Management paid in shares 2019 5||–||–||105||105|
|Share of profits for Group Management paid in shares 2018 5||–||–||186||186|
|Share of profits for Group Management paid in shares 2017 5||–||–||167||167|
|Pension and social security contributions||226||–||410||636|
|Total||2 464||–||2 882||5 347|
|2019||Directors||Advisory Board Digital||Management Board||Total|
|Number of members per balance sheet date||7.0||3.0||8.0||18.0|
|Annual average of members||7.0 4||3.0||8.0||18.0|
|Fees/salaries||2 060||60||4 304||6 425|
|Performance bonus and share of profits paid in cash||–||–||2 418||2 418|
|Share of profits paid in shares 2019 5||–||–||173 6||173|
|Share of profits paid in shares 2018 5||–||–||351||351|
|Share of profits paid in shares 2017 5||–||–||420||420|
|Share of profits paid in shares 2016 5||–||–||274||274|
|Pension and social security contributions||231||–||1 331||1 562|
|Total||2 399||60||9 448||11 907|
1 The Board of Directors currently comprises the full-time Chairman/publisher and non-executive members.
2 For the determination of the annual average number of members, entries and exits are the relevant criteria:
Pascale Bruderer since 3 April 2020
Christoph Tonini since 1 July 2020
Marina de Planta until 3 April 2020
3 For the determination of the annual average number of members, entries and exits are the relevant criteria:
Christoph Tonini until 30 June 2020
4 For the determination of the annual average number of members, entries and exits are the relevant criteria:
Andreas Schulthess since 5 April 2019
Martin Coninx until 5 April 2019
5 See information on the share in profits of the Group Executive Board 2020 and the share in profits programme 2019.
6 Note 39 of the consolidated financial statements reports the share-based payments based on the amounts recognised in the income statement in the reporting year. In contrast, share-based payments are disclosed in the compensation report at the time of their allocation.
Additional fees and compensation
In the reporting year, TX Group paid compensation for rent for office premises totalling CHF 3.2 million (previous year: CHF 3.0 million) to Groupe Edipresse, over which Pierre Lamunière exerts a significant influence.
Profit participation programme for Group Management or the Management Board
The current profit participation programme is valid for 2020 only. Members of Group Management are entitled to participate as of their second year of service. Payment is made if the profit margin (net income margin) of the TX Group reaches or exceeds 8.0 per cent. A profit participation, which will be determined at the time, will be paid out of any amount exceeding the profit margin of 8.0 per cent, with 50 per cent being paid in cash and the remaining 50 per cent in shares.
The cash amount is paid out after the publication of the consolidated financial statements of the TX Group. The shares are allocated in the accounting year in which entitlement is acquired. The number of shares to be allocated is determined based on the average share price over the last 30 days before 31 December of the respective financial year. The shares are only transferred if the beneficiary has not given notice of termination of employment prior to 31 December of the third year after the accounting year in which entitlement to the share allocation was acquired. Recognition in the income statement is made on a pro rata basis over four years. Recognition over this period could result in pro rata disclosures even during reporting periods in which no new entitlement to profit participation is acquired.
For the shares allotted in the 2017, 2018 and 2019 financial years, personnel expenses of CHF 0.1 million, CHF 0.2 million and CHF 0.2 million respectively were recognised in the current year. Group Management will not receive any profit participation payments for the 2020 financial year.
As part of the profit participation system, a total of 20,251 treasury shares were issued in 2020 to members of Group Management for the 2016 financial year and, in the case of Christoph Tonini – due to him leaving Group Management – for the 2017 to 2019 financial years too. Measured in terms of market value on the allocation date, the total value of these shares is CHF 2.6 million. The table also shows 6,720 no longer recognised entitlements of members of the former Management Board and 1,030 lapsed entitlements.
Share-based component of the Group Management’s or the Management Board’s profit participation
|As of 1 January||32 960||54 555|
|Entitlements of members of the former Management Board no longer taken into account||(6 720)||–|
|Exercised||(20 251)||(25 609)|
|As of 31 December||4 959||32 960|
|of which exercisable||2 156||7 101|
number of shares
|Allocation date||Blocked until||Fair value as
of grant date
|Fair value as
of 31 December
|31.12.2017||31.12.2020||138.0||70.8||2 156||11 413|
|31.12.2018||31.12.2021||105.5||70.8||1 957||10 432|