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2 Decision-making powers
2.1 Division of tasks between the Annual General Meeting, the Board of Directors and the Compensation Committee
The decision-making powers are governed by the Articles of Incorporation, the Organisational Rules of the Board of Directors and the Regulations of the Compensation Committee. The Articles of Incorporation and the relevant rules and regulations can be accessed on the Swisscom website under “Basic principles”.See
The table below shows the division of responsibilities between the Annual General Meeting, the Board of Directors and the Compensation Committee.
|Maximum total amounts for remuneration of the Board of Directors and Group Executive Board||V 1||A 2||G 3|
|Additional amount for remuneration of newly appointed members of the Group Executive Board||V||A||G|
|Principles for performance-related and participation schemes||V||A||G|
|Personnel and remuneration policy||V||G 4||–|
|Principles for benefit plans and social security services||V||G||–|
|Concept of remuneration to members of the Board of Directors||V||G 4||–|
|Equity-share and performance-based participation plans of the Group||V||G 4||–|
|General terms of employment of the Group Executive Board||V||G 4||–|
|Determination of the targets for the variable performance-related salary component||V||G 4||–|
|Remuneration of the Board of Directors||V||G 5||–|
|Remuneration of the CEO Swisscom Ltd||V||G 5||–|
|Total remuneration of the Group Executive Board||V||G 5||–|
|Remuneration of the members of the Group Executive Board (excl. CEO)||G 5, 6||–||–|
1 V stands for preparation and proposal to the Board of Directors.
2 A stands for proposal to the Annual General Meeting.
3 G stands for approval.
4 In the framework of the Articles of Incorporation.
5 In the framework of the maximum total remuneration defined by the Annual General Meeting.
6 In the framework of the total remuneration defined by the Board of Directors.
2.2 Election, composition and modus operandi of the Compensation Committee
The details are governed by Article 6.5 of the Articles of Incorporation, as well as by the Organisational Rules of the Board of Directors and the Regulations of the Compensation Committee.See
The members of the Compensation Committee neither work nor have worked for Swisscom in an executive capacity, nor do they maintain any significant commercial links with Swisscom Ltd or the Swisscom Group. Customer and supplier relationships exist between the Swiss Confederation and Swisscom. Details of these are provided in Note 37 to the consolidated financial statements.See report
The following table gives an overview of the composition of the Committee, the Committee meetings, conference calls and circular resolutions held or taken in 2016.
|Meetings||Conference calls||Circular resolutions|
|Average duration (in hours)||1:20||–||–|
|Barbara Frei, Chairwoman||3||–||–|
|Frank Esser 1||2||–||–|
|Torsten Kreindl 2||1||–||–|
|Hans Werder 3||3||–||–|
|Hansueli Loosli 4||3||–||–|
1 Elected to the Compensation Committee as of 6 April 2016.
2 Resigned from the Board of Directors as of 6 April 2016.
3 Representative of the Confederation.
4 Participation without voting rights.