4. Actual remuneration paid to the Board of Directors and Group Executive Board in 2018

4.1 Remuneration paid to the Board of Directors

The total of all remuneration paid to remaining and departing Members of the Board of Directors during the year under review is CHF 1.24 million (previous year: CHF 1.28 million).

The General Meeting approves the remuneration of the Board of Directors from Annual General Meeting to Annual General Meeting, i.e. for each term of office. The Annual General Meeting of 22 March 2017 thus approved a maximum remuneration for the Board of Directors of CHF 1.35 million for the period up to 27 March 2018. This limit was adhered to; CHF 1.24 million was actually paid out. The maximum amount approved by the Annual General Meeting of 27 March 2018 for the following year in office up to the 2019 Annual General Meeting was CHF 1.35 million. The amount actually paid out for this period ending March 2019 will be disclosed in the 2019 Remuneration Report. It can be assumed, however, that the amount will also be respected. The total remuneration paid to the Board of Directors is more or less the same as in 2017.

The total of all remuneration paid to serving Members of the Board of Directors during the year under review was as follows:

Board of Directors

Basic fees

Entitlement and allocated shares1

Social security expense

Total

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

CHF 1000

CHF 1000

Number2

Number3

CHF 10004

CHF 10004

CHF 1000

CHF 1000

CHF 1000

CHF 1000

Hans Ulrich Meister, Chairman

gross
280

gross
280

3 709

2 112

gross
119

gross
117

55

55

454

452

Kyrre Olaf Johansen, Vice Chairman

100

97

1 325

731

43

41

21

20

164

158

Henner Mahlstedt, Member

113

113

1 501

855

48

48

24

23

185

184

Ines Pöschel, Member

100

97

1 325

731

43

41

21

20

164

158

Laurent Vulliet, Member

87

87

1 148

653

37

36

18

18

142

141

Martin A. Fischer, Member (from 27.3.2018)

65

982

27

13

105

Members of the Board of Directors who left

– Chantal Balet Emery, Member (until 27.3.2018)

22

87

166

653

10

36

2

13

34

136

– Calvin Grieder, Vice Chairman (until 22.3.2017)

28

204

12

6

46

Total

767

789

10 156

5 939

327

331

154

155

1 248

1 275

1   Implenia Ltd. shares, valor number 2386855, par value CHF 1.02.

2   The calculation is based on the average rate for December. The shares were transferred on 3.1.2019. They were included as a component of the remuneration for the year under review.

3   The calculation is based on the average rate for December. The shares were transferred on 3.1.2018. They were included as a component of the remuneration for the year under review.

4   Amounts based on discounted fair market value.

4.2 Remuneration paid to the Group Executive Board

Total remuneration paid to all Members of the Group Executive Board during the year under review is CHF 7.7 million (maximum amount approved by the General Meeting: CHF 10.0 million; previous year: CHF 6.3 million paid out, and CHF 10.0 million approved by the General Meeting). The increase from 2017 to 2018 is mainly due to the fact that former CEO Anton Affentranger did not waive a large part of his allocation of 25,000 shares as he had done in previous years, and that remuneration had to be paid to both the former and the new CEO in the fourth quarter of 2018.

In relation to the total compensation (excluding social security expenses and replacement award, with shares at value at grant), the variable remuneration averaged 21.6% (previous year: 21.4%). Including social security expenses, the average was 22.5% (previous year: 22.7%).

The Annual General Meeting of 22 March 2017 authorised maximum overall remuneration for the Group Executive Board of CHF 10.0 million, and this stipulation was followed; no use was made in 2018 of any additional amount as provided for by Art. 15a para. 5 of the Articles of Association.

Group Executive Board

Fixed remuneration

Variable remuneration1

Definitely allocated shares2

Allocation of other shares2

Social security expenses16

Total

CHF 1000

CHF 1000

Anzahl

CHF 1000

Anzahl

CHF 1000

CHF 1000

CHF 1000

gross

gross

gross

gross

Anton Affentranger (CEO until 30.9.2018)3, 4

20185

906

421

25 000

1 1416

384

2 852

2017

900

450

12 5007

7548

371

2 475

Other members of the Group Executive Board

20189

1 802

842

26 43310

72911, 12

754

4 127

2017

1 514

675

17 47210

97113

694

3 854

Extraordinary

2018

13 77714

721

37

758

2017

Former members of the Group Executive Board15

2018 / 2017

Total 2018

2 708

1 263

51 433

1 870

13 777

721

1 175

7 737

Total 2017

2 414

1 125

29 972

1 725

1 065

6 329

1   Paid in the subsequent year. In 2018, one-off payments of CHF 211 000 were attributed, most of which related to the previous period (financial year 2017; previous year: CHF 90 000).

2   Implenia Ltd. shares, valor number 2386855, par value CHF 1.02. Amounts based on the fair value discounted by the 3-year vesting period.

3   This is the highest remuneration of the Group Executive Board.

4   Resigned as CEO on 30.9.2018.

5   Anton Affentranger left Implenia on 30.9.2018 based on a termination agreement effective 31.1.2019. Payments in accordance with the terms of the 2018 agreement are included in the line "Anton Affentranger" in the table above as he also received the highest remuneration in 2018. The remuneration to be paid in 2019 will be included in the remuneration report 2019.

6   Amounts based on closing price at the time when shares allocated on 30.6.2018 and on 31.12.2018.

7   In 2017, Anton Affentranger waived the allocation of 12 500 shares at a transaction value of CHF 0.7 million to which he was entitled under his employment contract.

8   Amounts based on closing price when shares allocated on 30.6.2017.

9   Including André Wyss, CEO since 1.10.2018. His annual target salary amounts to CHF 2.9 million.

10 For a member of the Group Executive Board, the shares are allotted at the end of February based on the average closing price in January.

11 Amounts based on closing price when shares allocated at year-end 2018.

12 For the fourth quarter of 2018, the new CEO received a pro rata CHF amount converted into number of shares. These shares are blocked for three years. A new LTI (see section 3.1) will be introduced from 2019.

13 Amounts based on closing price when shares allocated at year-end 2017.

14 In order to ensure that he take up his office at Implenia Ltd. as soon as possible, the new CEO terminated the ongoing employment contract with his previous employer prematurely, which meant that he had to forego share allocations and other entitlements. A smaller part of the loss thus incurred by the new CEO has been replaced as follows: based on the share prices on the five trading days prior to his commencement of office at Implenia, he received blocked Implenia Ltd. shares of the same value as the former employer has confirmed that it would have allocated to him (“replacement award”). As at 31.12.2018, the value of these shares corresponded to CHF 382 000.

15 With the exception of Anton Affentranger, no members resigned from the Group Executive Board in 2017 and 2018.

16 Including pension contributions.

4.3 Payments to former members of the Board of Directors and the Group Executive Board


In 2018 and 2017, no payments not shown above were made to former Members of the Board of Directors or Group Executive Board who gave up their function during the year preceding the year under review.

4.4 Allocation of shares in the year under review


In 2018, a total of 65,210 shares worth CHF 2.6 million were allocated to Members of the Group Executive Board (previous year: 29,972 worth CHF 1.75 million). The difference resulted from the old CEO not waiving his share entitlement in 2018, and from the additional allocation of shares ("replacement award”) to the new CEO. In 2018, a total of 10,156 shares worth CHF 322,000 were allocated to non-executive Members of the Board of Directors (previous year: 5,939 worth CHF 331,000).

4.5 Options


The Company has no stock option plan. Neither the Members of the Group Executive Board nor those of the Board of Directors are thus allocated options.

4.6 Additional fees and severance payments


No additional fees or remuneration were invoiced by Members of the Group Executive Board, Board of Directors, or related persons, in the year under review (previous year: also CHF 0).

No Members of the Group Executive Board, Board of Directors, or related persons, received any fees or other payments for additional services performed for Implenia Ltd. or its group companies during the year under review. No severance payments were paid to Members of the Group Executive Board or Members of the Board of Directors.