- The Stories
- Investor Relations
- Corporate Governance
- 1 Group structure and shareholders
- 2 Capital structure
- 3 Board of Directors
- 4 Management
- 5 Content and method of determining compensation and stock option plans
- 6 Shareholders’ participation rights
- 7 Change of control and defense measures
- 8 Statutory auditors
- 9 Information policy
- 10 Blackout periods
- Compensation Report
- Financial Report 2023
- Chief Financial Officer’s Report
- Five-year consolidated data
- Consolidated financial statements
- Notes to the consolidated financial statements
- 1 Reporting entity
- 2 Summary of material accounting policies
- 3 Scope of consolidation
- 4 Sales – revenue from contracts with customers
- 5 Sales – income from operating lease arrangements (group as lessor)
- 6 Segment information
- 7 Operating expenses by nature
- 8 Research and development
- 9 Other operating result
- 10 Financial result
- 11 Earnings per share
- 12 Employee benefits
- 13 Income taxes
- 14 Cash and cash equivalents
- 15 Other current financial assets
- 16 Trade accounts receivable
- 17 Inventories
- 18 Non-current financial assets
- 19 Property, plant and equipment
- 20 Right-of-use assets (group as lessee)
- 21 Intangible assets and goodwill
- 22 Financial liabilities
- 23 Contract liabilities
- 24 Government grants
- Statutory Auditor´s Report on the Consolidated Financial Statements
- Balance sheet of Tecan Group Ltd.
- Income statement of Tecan Group Ltd.
- Notes to the financial statements of Tecan Group Ltd.
- 1 Reporting entity
- 2 Summary of significant accounting policies
- 3 Investments in subsidiaries
- 4 Bond
- 5 Provision for general business risks
- 6 Shareholders’ equity
- 7 Number of employees
- 8 Number of shares and share options
- 9 Guarantees in favor of third parties
- 10 Liabilities from lease arrangements not included in the balance sheet
- 11 Subsequent events
- 12 Information according to article 663c of the Swiss code of obligations
- Statutory Auditor`s Report on the Financial Statements of Tecan Group Ltd.
- Performance of the Tecan share in 2023
5 CONTENT AND METHOD OF DETERMINING COMPENSATION AND STOCK OPTION PLANS
Pursuant to the Articles of Incorporation, each year the Compensation Report for the completed business year is submitted to the Annual General Meeting for a non-binding consultative vote. The process for the prospective approval of the compensation of the Board of Directors and of the Management Board as well as the statutory additional amount for further members of the Management Board are described in the Compensation Report.
Pursuant to the Articles of Incorporation, any loans, credits or securities granted to a member of the Board of Directors or the Management Board may not exceed an amount corresponding to 50% of such member’s base salary. No such loans, credits or securities were outstanding at the end of 2023.
The Articles of Incorporation are available for consultation at www.tecan.com/tecan-corporate-policies. The provisions of the Articles of Incorporation regarding the compensation policy (Article 18, sections 3, 4, 6 and 7) read as follows:
For work performed in the interest of the Company, the members of the Board of Directors shall receive, in addition to reimbursements of costs and expenses, a compensation, the maximum amount of which must be approved by the Annual General Meeting. The compensation of the members of the Board of Directors may consist of an annual compensation and further non-performance-related compensation (such as remunerations for the membership in committees or the performance of special tasks or assignments) plus the employer’s social security contributions and contributions to pension plans. The compensation may be paid in cash and partly in shares in the Company.
For work performed in the interest of the Company, the members of the Management Board shall receive, in addition to reimbursements of costs and expenses, a compensation, the maximum amount of which must be approved by the Annual General Meeting. The compensation of the members of the Management Board may consist of (a) an annual base salary and further nonperformance-related compensation plus the employer’s social security contributions and contributions to pension plans, (b) performance-related cash compensation, and (c) compensation under the long-term participation plan, each plus the employer’s social security contributions and contributions to pension plans, if applicable.
The variable cash compensation shall be determined on the basis of financial targets of the Company’s group and (quantitative and qualitative) personal targets (hereinafter referred to as “performance-related cash compensation”). The targets shall be defined by the Board of Directors at the beginning of each year upon motion of the Compensation Committee. The performance-related cash compensation of the CEO may not exceed 150% of the base salary and the performance-related cash compensation of the other members of the Management Board may not exceed 100% of the base salary. The performance-related cash compensation is generally paid out in cash but may also be paid in the form of shares or other types of benefits.
Within the scope of the long-term participation plan, the compensation of the members of the Management Board shall be determined on the basis of the Company’s strategic and/or financial targets, which shall be measured over a period of at least three years. The targets shall be defined by the Board of Directors upon motion of the Compensation Committee. In addition, the members of the Management Board may be allowed to participate in the long-term participation plan on a voluntary basis. The compensation may be paid in the form of shares, entitlements to additional shares (matching shares), options, cash or other types of benefit as determined by the Board of Directors upon motion of the Compensation Committee. The Board of Directors upon motion of the Compensation Committee shall determine the conditions that apply to grants, vesting and blocking periods as well as the circumstances triggering accelerated vesting or deblocking or forfeiture of any grants (e.g. in the event of death, invalidity, change of control, termination of employment contract). The Board of Directors upon motion of the Compensation Committee shall determine the maximum amount of compensation under the long-term participation plan in the compensation and participation plans or regulations.
The provisions of the Articles of Incorporation on pensions read as follows (Article 20):
The Company may establish one or more independent pension funds for occupational pension plans or may join existing pension funds. Contributions by the employer to such pension funds, as opposed to the regulated benefits paid by such pension funds, are a component of the compensation. Pension benefits directly accrued or paid by the employer due to country-specific regulations for occupational benefits shall be treated the same way as contributions to and benefits by pension funds. Under special circumstances, the Company may make payments for social security purposes outside the statutory social security system, including payments by the Company to the pension fund to finance a transitional pension in the event of early retirement. The value of such payments per member of the Management Board may not exceed the total amount of the last annual compensation paid to this very member. The value of the pension is determined in accordance with generally recognized actuarial rules.
The Compensation Report contains information on the structure of compensation and stock option plans as well as on actual compensation in 2023 and motions proposed to the Annual General Meeting that relate to the prospective approval of compensation of the Board of Directors and Management Board.
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