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Compensation of the Board of Directors, the Advisory Board and Group Management

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 Management Board 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 or Group Management. As part of the new corporate structure, the Advisory Board was abolished on 1 January 2020.

Total compensation paid to the Board of Directors and Group Management
in CHF 000   Directors 1   Group
Management
  Total
2021      
Number of members per balance sheet date   8.0   3.0   11.0
Annual average of members   8.0   3.0   11.0
Fees / salaries   2 165   933   3 098
Profit participation for managers and share of profits for Group Management paid in cash     751   751
Share of profits for Group Management paid in shares 2021 4     188 5   188
Share of profits for Group Management paid in shares 2020 4      
Share of profits for Group Management paid in shares 2019 4     29   29
Share of profits for Group Management paid in shares 2018 4     51   51
Pension and social security contributions   227   291   518
Expense reimbursements   123   45   168
Non-monetary payments     6   6
Other compensation      
Total   2 514   2 293   4 808
 
             
2020   Directors   Group Management   Total
Number of members per balance sheet date   8.0   3.0   11.0
Annual average of members   7.5 2   3.5 3   11.0
Fees / salaries   2 125   1 458   3 583
Management profit-sharing and share of profits paid in cash     500   500
Share of profits for Group Management paid in shares 2020 4     5  
Share of profits for Group Management paid in shares 2019 4     105   105
Share of profits for Group Management paid in shares 2018 4     186   186
Share of profits for Group Management paid in shares 2017 4     167   167
Pension and social security contributions   226   410   636
Expense reimbursements   114   56   170
Non-monetary payments      
Other compensation      
Total   2 464   2 882   5 347
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 See information on the share in profits of the Group Management and the share in profits programme 2019.
5 Note 40 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, the TX Group paid compensation for rent for office premises totalling CHF 3.0 million (previous year: CHF 3.2 million) to Groupe Edipresse, over which Pierre Lamunière exerts a significant influence.

Profit participation programme for Group Management

The current profit participation programme applies to the years 2021 to 2023. 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 2021 financial year, the Board of Directors exercised its right and increased payment at its discretion. Group Management was granted a profit participation of CHF 0.49 million, with CHF 0.19 million being for the shares allocated.

Group Management did not receive any profit participation payments for the 2020 financial year. For the shares allotted in the 2018 and 2019 financial years, personnel expenses of CHF 0.05 million and CHF 0.03 million respectively were recognised in the current year.

As part of the profit participation programme, 2,156 treasury shares were issued in 2021 for the 2017 financial year to the members of Group Management. Measured in terms of market value on the allocation date, the total value of these shares was CHF 0.3 million.

Share-based component of Group Management profit participation
number   2021   2020
As of 1 January   4 959   32 960
Entitlements of members of the former Management Board no longer taken into account     (6 720)
Exercised   (2 156)   (20 251)
Forfeited     (1 030)
Allocated   1 986  
As of 31 December   4 789   4 959
of which exercisable    
in CHF/
number of shares
  Allocation date   Blocked until   Fair value as
of grant date
  Fair value as
of 31 December
  Outstanding
entitlements 2021
  Outstanding
entitlements 2020
    31.12.2017   31.12.2020   138.0   156.4     2 156
    31.12.2018   31.12.2021   105.5   156.4   1 957   1 957
    31.12.2019   31.12.2022   93.7   156.4   846   846
    31.12.2020   31.12.2023        
    31.12.2021   31.12.2024   156.4     1 986