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01 Introduction

This compensation report conforms to the transparency requirements of section 663c of the Code of Obligations and to the corporate governance information standards of the SIX Swiss Exchange.

The compensation report discloses the compensation of the members of the Board of Directors and of the Executive Committee for fiscal years 2014 and 2015. In addition, the shareholdings of the Board and Executive Committee (disclosed in accordance with the Swiss Code of Obligations) are presented in the notes to the separate financial statements of COMET Holding AG on page 97, and the compensation paid (disclosed in accordance with International Financial Reporting Standards) is presented in the consolidated financial statements of COMET Holding AG on page 88.

In fiscal year 2015 the compensation system was revised to align it with the newly introduced Ordinance Against Excessive Compensation at Listed Companies (OAEC; German abbreviation: VegüV). The disclosure requirements of the OAEC of November 20, 2013 were fully implemented in the annual report 2015.

02 OAEC-related provisions in the Bylaws

The Bylaws of COMET Holding AG were revised in 2014 as required by the OAEC and were approved by shareholders at the 2015 Annual Shareholder Meeting. Sections 21 to 28 of the Bylaws govern compensation approval, the compensation of the Board of Directors and Executive Committee, the composition of performance-based compensation, and the terms of stock awards.

Every year, the Board of Directors submits its proposals for the maximum aggregate amounts of compensation for approval to the Annual Shareholder Meeting.

To any new member joining the Executive Committee during a period for which the Shareholder Meeting has already approved the compensation, COMET Holding AG or its subsidiaries are authorized to pay an additional amount if the already approved maximum aggregate amount is not sufficient to cover the compensation. The aggregate additional amount per compensation period must not exceed 40% of the approved maximum aggregate amount of compensation of the Executive Committee.

03 Compensation policy

03.1 Principles

The compensation system is designed to attract and retain excellent management and specialist staff.

COMET seeks to set compensation levels that reflect individual levels of skills and responsibility in the Group and are competitive with other employers that vie with COMET for talent. This endeavor is supported by a fair system of remuneration designed to match levels of pay offered by listed peer companies. No termination benefits are provided.

To promote the focus on corporate strategy and closer ties to the Group, a profit-sharing system is also used, which is based on criteria determined by the Board of Directors. Up to one-half of the profit-sharing remuneration of the Executive Committee members is paid in shares of COMET stock, as a long-term element of compensation. The other employees are paid their profit-sharing compensation in cash. The compensation system for the Board of Directors does not have a performance-based element.

The compensation elements thus take into account short-term and long-term aspects of sustainable company performance and development. COMET is confident that its remuneration architecture creates an effective link between compensation and performance that generates lasting value for shareholders.

03.2 Compensation of the Board of Directors

To ensure the independence of the Board of Directors in its supervision of the Executive Committee, the Board members receive only a fixed retainer, of which 75% is paid in cash and 25% is disbursed in shares of the Company (priced at a discount, and subject to a holding period). The reported compensation includes both the cash portion, and the value of the stock portion, of the retainer. The employer contributions to social security plans are also shown.

03.3 Compensation of the Executive Committee

The compensation of the members of the Executive Committee consists of a fixed base salary and a performance-based component. The employer contributions to social security plans are also shown. Up to one-half of the profit-sharing remuneration of the Executive Committee members is paid in shares of COMET stock, as a long-term element of compensation. The total compensation takes into account the recipient's position and level of responsibility.

03.4 Shareholders' say on pay

Compensation-related provisions are specified in the Bylaws and documented in corresponding regulations of the COMET Group.

Under the OAEC and the Bylaws of COMET Holding AG, the amounts of the respective aggregate compensation of the Board of Directors and Executive Committee require the approval of shareholders in a binding vote at the Shareholder Meeting. Specifically, under section 21 of the Bylaws of COMET Holding AG, shareholders vote on the following:

  • The compensation of the Board of Directors for the coming term of office
  • The fixed base salary of the Executive Committee for the next fiscal year after the year of the Annual Shareholder Meeting
  • The performance-based compensation of the Executive Committee for the last fiscal year before the year of the Annual Shareholder Meeting

The prospective binding voting in combination with retroactive approval of the performance-related remuneration give shareholders an extensive “say on pay”.

04 Determination of compensation

04.1 Decision authority and responsibility for compensation

The design and regular review and evaluation of the compensation system are the responsibility of the Nomination & Compensation Committee (NCC).

Within the limits of the maximum aggregate amounts approved by the Annual Shareholder Meeting, the Board of Directors prepares the compensation proposals as follows:

         
Decision on CEO NCC Board of Directors Shareholder Meeting
Compensation policy and guidelines under the Bylaws   Proposes Approves  
Maximum aggregate compensation of Board of Directors   Proposes Reviews Binding vote
Individual compensation of Board members   Proposes Approves  
Fixed salary of CEO   Proposes Approves Binding vote as part of vote on aggregate compensation of Executive Committee
Fixed salary of other members of Executive Committee Proposes Reviews Approves Binding vote as part of vote on aggregate compensation of Executive Committee
Variable compensation of CEO   Proposes Approves Binding vote as part of vote on aggregate compensation of Executive Committee
Variable compensation of other members of Executive Committee Proposes Reviews Approves Binding vote as part of vote on aggregate compensation of Executive Committee

On behalf of the Board of Directors, the external audit firm annually reviews the conformity of the compensation decisions with the regulations of the respective compensation plans for the Board and Executive Committee, and the compliance with the maximum aggregate amounts approved by the Annual Shareholder Meeting.

04.2 Nomination & Compensation Committee (NCC)

The Nomination & Compensation Committee is made up of two members of the Board, who are elected to the Committee yearly by the Annual Shareholder Meeting. In the year under review these members were Rolf Huber (chairman) and Hans Leonz Notter.

The term of office is one year. Re-election for consecutive terms is permitted. The NCC prepares all agenda items related to the nomination and compensation of Board members and Executive Committee members. The NCC itself does not make decisions, but prepares proposals for the approval of the full Board of Directors. The Committee has the following responsibilities in particular:

  • Attend to the compensation policy for the remuneration of the Board of Directors and Executive Committee and to the compensation structure of the COMET Group
  • Produce the proposed compensation report and support the Board of Directors in preparing resolutions for the Annual Shareholder Meeting for the approval of compensation
  • Develop proposals for guidelines for the compensation of the Board of Directors and Executive Committee
  • Review stock ownership plans and recommend adjustments as appropriate
  • Propose new Board members and the Chief Executive Officer for appointment
  • Provide support to the CEO in evaluating candidates for the Executive Committee

The Company's organizational regulations and the committee charter of the NCC may assign additional responsibilities to the Committee.

The Nomination & Compensation Committee convenes for at least two regular meetings per year. The NCC may call additional meetings at its discretion. In the year under review the Committee held two meetings, both of which were attended by both members of the Committee.

Both meetings were also partly or fully attended, in an advisory role, by the CEO and the Chief Human Resources Officer.

In connection with the search for new Board members, the whole Board also participated in various ad-hoc meetings.

The Committee may invite other Board members, Executive Committee members and specialists to its meetings as required.

04.3 Market comparison criteria

COMET strives for market levels of compensation, and compensation packages are periodically evaluated by the consulting firm Hay Group against benchmarks. This applies to the compensation both of the Board and the Executive Committee. The Nomination & Compensation Committee periodically compares the mix of the individual components of remuneration and the amount of total compensation with the respective industry environment and, taking its findings into account, submits proposals to the Board of Directors.

05 Structure of the compensation system

With effect from January 1, 2014, the Board of Directors of COMET Holding AG launched a new compensation system that applies worldwide. This framework governs the profit-sharing for all eligible staff. The details of the system are set out in a Board-approved regulation. In the year under review, the profit-sharing criteria were the sales growth and net income of the COMET Group. From fiscal year 2015 on, the Board of Directors receives only a fixed retainer.

05.1 Compensation system for the employees

The compensation system for the employees of the COMET Group (including the Executive Committee) has two main elements. All employees receive a fixed base salary, and all are eligible for a performance-based (profit-sharing) pay component.

05.1.1 Calculation of total profit-sharing pool

The total amount of the profit-sharing compensation is determined as a percentage of the consolidated net income of the COMET Group. This percentage rate is dependent upon the Group's rate of sales growth compared with the prior year. For fiscal year 2015, the percentage rate was determined according to the following model:

   
Sales growth Percentage of net income
Less than 5% 15%
5% – 15% Linear increase between 15% and 25%
More than 15% 25%

Eighty percent of the profit-sharing pool is allocated among the employees (including the members of the Executive Committee of the COMET Group), using a general allocation formula.

Up to a maximum of 20% of the profit-sharing pool may be allocated selectively to individual employees (including the members of the Executive Committee), using an individual allocation formula. This is to enable the Board and the CEO to recognize individual performance distinctively. Performance is determined in the sole discretion of the Board and the CEO, at the end of the fiscal year. The performance criteria for an individual allocation are not set in advance. Any unused portion of the individual allocation pool is distributed by the general allocation formula.

05.1.2 Compensation groups and calibration

Every employee in the COMET Group is assigned to one of five compensation groups. The CEO, the other members of the Executive Committee and (in three subgroups) the other employees fall into separate compensation groups with different multipliers. Within a given compensation group, the same multiplier is used for each member of the group. This multiplier represents the weighting assigned to the member of the compensation group in the allocation of the total profit-sharing pool. The values of the individual multipliers are set by the Board of Directors of COMET Holding AG.

The Board of COMET Holding AG has the authority to adjust the calibration of the profit-sharing so as to reflect the performance of the COMET Group. When doing so, the Board ensures the adjustment is fair to all participants. The calibration is normally reviewed every three years and adjusted as appropriate.

05.1.3 Precondition for payment of profit-sharing compensation

A precondition for paying any profit-sharing compensation is that, after the accrual of this distribution, the COMET Group is still able to report positive consolidated net income.

05.2 Compensation system for the Board of Directors

Every year, the Board of Directors submits its proposal for the maximum aggregate amount of Board compensation to the Annual Shareholder Meeting for approval.

05.2.1 Responsibility and procedure

The amounts of Board members' compensation are set to reflect the industry environment and are regularly reviewed against benchmarks. The latest such review was performed in fiscal year 2014. The compensation details are specified in a Board-approved compensation plan (which is set out in the “Regulation for Compensation of the Members of the Board of Directors of the COMET Group”).

05.2.2 Fixed retainer

For their work on the Board, the members of the Board of Directors receive compensation consisting of a fixed retainer.

05.2.3 Stock compensation

Of this fixed retainer, 75% is paid in cash and 25% is paid in shares of stock. In addition, a flat expense allowance is paid in cash.

Overview of compensation:

             
In CHF            
  Fixed retainer Cash portion of retainer (75%) Stock portion of retainer (25%) Value of discount on stock Total reported value of compensation Flat expense allowance (additional)
Chairman of the Board 172,000 129,000 43,000 24,188 196,188 8,000
Member of the Board 86,000 64,500 21,500 12,094 98,094 4,000

Additionally, the actual employer contributions to social security plans are paid.

05.2.4 New and departing Board members

Board members' normal term of office begins on the date of the Annual Shareholder Meeting and ends on the date of the next Annual Shareholder Meeting. When a new member joins the Board of Directors, the compensation is paid on a pro-rated basis from the day of election.

When a member leaves the Board intra-year (i.e., not at an Annual Shareholder Meeting), the retainer is calculated on a pro-rated basis to the date of departure. The retainer of departing members is paid only in cash.

05.3 Compensation system for the Executive Committee

The compensation of the Executive Committee is specified in a Board-approved regulation. Every year, the Board of Directors submits its proposals for the maximum aggregate amounts of Executive Committee compensation to the Annual Shareholder Meeting for approval, specifically:

  • The fixed base salary of the Executive Committee for the next fiscal year after the year of the Annual Shareholder Meeting
  • The performance-based compensation of the Executive Committee for the last fiscal year before the year of the Annual Shareholder Meeting

05.3.1 Responsibility and procedure

The Nomination & Compensation Committee prepares a specific proposal for the amounts of the individual fixed compensation of the CEO and each of the other Executive Committee members, for approval by the full Board of Directors. For all members except the CEO, the amounts to propose are recommended to the NCC by the CEO. The NCC also bases its proposals on general experience and on levels of compensation at peer companies. The full Board periodically reviews, sets and approves the compensation system, based on a proposal of the NCC. The latest such review was performed in fiscal year 2014 with support from the consulting firm Hay Group. The members of the Executive Committee do not attend the related Board meetings and are not entitled to vote on their compensation.

05.3.2 Fixed base salary

All members of the Executive Committee receive a fixed base salary that is paid monthly, as well as a flat expense allowance. The base salary is determined by the individual's amount of responsibility, role, performance, experience and skills, and local market conditions. These elements of compensation are paid in cash.

       
Type of compensation Form of delivery Purpose Drivers
Fixed base salary Monthly payment in cash Pay for position Nature and level of position, individual qualifications, market conditions
Profit-sharing plan Annual payment in cash (50%) Profit-sharing based on corporate financial results Corporate financial results in terms of profitable growth
Profit-sharing plan Annual payment in stock (50%) Long-term alignment with interests of shareholders Corporate financial results in terms of profitable growth
Social security Company pension, state old age and survivors (AHV) and unemployment insurance (ALV) plans, health and accident insurance Risk protection Local legislation and voluntary benefits in line with market
Flat expense allowance Monthly payment in cash Defraying of minor expenses Local legislation, tax authorities
Benefits in kind Costs paid directly by company or reimbursed in cash Pay for position Local market practice

05.3.3 Profit-sharing compensation

In addition to the fixed compensation, the COMET Group's employee profit-sharing plan provides a performance-related pay component, of which up to 50% must be paid in stock.

Calculation of profit-sharing compensation

An individual Executive Committee member's share of the total profit-sharing pool is calculated using the following model:

a) Calculation of individual's percentage share of total profit-sharing pool

1 Represents the aggregate of the multiplier-weighted gross salaries of all employees and the retainers of the Board of Directors.

b) Calculation of effective profit-sharing compensation

% share of total profit-sharing pool × amount of profit-sharing pool actually being distributed

The calculation of an individual's effective profit-sharing compensation is based on that portion of the total profit-sharing pool which has been allocated by the general allocation formula. In addition to that general portion, the Board of Directors may award an individual share of profit.

Profit-sharing awards to the CEO and the other members of the Executive Committee are approved by the Board, which in turn proposes them to shareholders for ratification at the Annual Shareholder Meeting.

New and departing members of the Executive Committee

Members joining the Executive Committee intra-year participate in profit-sharing on a pro-rated basis. Individuals whose employment contract has been terminated with due notice are entitled to pro-rated participation in profit-sharing compensation, calculated on the latest rolling forecast issued by the Board of COMET Holding AG. Profit-sharing payments to individuals leaving the Executive Committee are made entirely in cash.

Terms of employment

The members of the Executive Committee have employment agreements with a notice period of not more than one year. They are not entitled to termination benefits of any kind.

Disbursement of profit-sharing compensation

The members of the Executive Committee receive up to 50% of their profit-sharing compensation in stock. The balance of the amount is payable in cash. A precondition for paying out any profit-sharing compensation is that, after the accrual of this distribution, consolidated net income remains positive.

05.4 Calculation of grant price for share awards to the Board of Directors and Executive Committee

The grant price, at which the stock is transferred to recipients, is the average closing price of the stock (during the period from the stock's first trading day after the date of the annual results press conference, to the stock's last trading day before the Annual Shareholder Meeting) less a discount of 36%. The discount is intended to make up for the deferral of the compensation and for the price risks associated with the holding period. The shares awarded are subject to a holding period of three years from the date of the award, during which they cannot be sold. All other shareholder rights are already effective during the holding period, including rights to dividends and similar distributions and the right to participate in shareholder meetings.

06 Disclosure of compensation of the Board of Directors and Executive Committee

Presented below is the entire compensation of the members of the Board of Directors and Executive Committee and their related parties 1 for fiscal years 2014 and 2015, disclosed in accordance with the Ordinance Against Excessive Compensation at Listed Companies (OAEC). Further details on the included individuals and their positions in the Group are provided in the corporate governance section of this annual report.

1 Related parties are persons outside the COMET Group who are related to members of the Board of Directors or Executive Committee within the meaning of section 678 of the Swiss Code of Obligations by virtue of close personal or economic ties in law or in fact.

06.1 Current members of the Board of Directors (including related parties)

Since fiscal year 2015, to ensure the independence of the Board of Directors in its supervision of the Executive Committee, the Board members receive only a fixed base retainer, of which 75% is paid in cash and 25% is paid in stock of the Company. Unlike the prior year, the compensation system for the Board of Directors thus no longer has a performance-based component. As well, the profit-sharing compensation under the previous compensation plan was paid entirely in stock. Year-over-year comparisons between the amounts presented in the tables below are therefore only meaningful at the totals level.

The compensation of the Board of Directors is set at the Annual Shareholder Meeting for a period of one year. As the term of office of the Board does not match the fiscal year, the compensation stated in the annual report may differ from the pre-set amount. In order to present these timing differences in a transparent manner, the compensation approved by shareholders at the 2015 Annual Shareholder Meeting was retrospectively applied to the full 2015 fiscal year. This now ensures that the compensation disclosed in the annual report for fiscal year 2015 matches the compensation approved by shareholders for the Board's term of office.

The 2015 Annual Shareholder Meeting had prospectively approved an aggregate

amount of CHF 700,000 for the term of office ending at the 2016 Annual Shareholder Meeting. The actual compensation in fiscal year 2015 was CHF 637,426.

The reduction in compensation from the prior-year level is explained by the discontinuation of profit-sharing and the switch of the compensation model to a fixed retainer.

               
Fiscal year 2015              
Name   Hans Hess Hans Leonz Notter Gian-Luca Bona Lucas A. Grolimund Rolf Huber Board of Directors
Position   Chairman Vice Chairman Member Member Member Total
In CHF Footnote            
Total cash compensation (1) 129,000 64,500 64,500 64,500 64,500 387,000
Stock compensation (2) 67,580 33,790 33,790 33,790 33,790 202,739
Total before social security contributions   196,580 98,290 98,290 98,290 98,290 589,739
Total expenses for long-term benefits (3) 16,043 7,146 8,166 8,166 8,166 47,687
Total compensation   212,623 105,436 106,456 106,456 106,456 637,426
               
Fiscal year 2014*              
Name   Hans Hess Hans Leonz Notter Gian-Luca Bona Lucas A. Grolimund Rolf Huber Board of Directors
Position   Chairman Vice Chairman Member Member Member Total
In CHF              
Total cash compensation   76,000 33,375 34,090 33,637 33,864 210,966
Stock compensation   166,066 115,115 96,320 83,587 89,953 551,042
Total before social security contributions   242,066 148,490 130,410 117,224 123,817 762,008
Total expenses for long-term benefits   0 8,857 10,085 9,122 9,763 37,827
Total compensation   242,066 157,347 140,495 126,346 133,580 799,835

* Data in the table has been restated to reflect variances between amounts estimated for the prior year in the prior-year annual financial statements, and the actual amounts observed. The actual aggregate compensation for 2014 was CHF 1 thousand more than had been reported in the prior-year annual financial statements.

(1) The compensation consists of a fixed retainer for the Board responsibilities; 75% of the fixed retainer is paid in cash and disclosed in this item.

(2) This item represents the 25% of the fixed retainer which must be drawn in stock. The effective transfer of the stock occurs in the subsequent year. The price at which the stock is transferred is determined as the average market price of the stock (from its first trading day after the annual results press conference to the stock's last trading day before the Annual Shareholder Meeting) less a discount of 36%. The shares are subject to a holding period of three years from the date of the award, during which they may not be sold. The stock price discount of 36% is also recognized as compensation.

(3) This item represents employer contributions to the old age and survivors and unemployment insurance plans as well as contributions to the family allowance fund. For Board members, COMET does not pay contributions to pension funds, health insurance plans or accident insurance premiums.

Additional compensation for legal services

In the year under review the law firm Notter, Mégevand & Partner invoiced legal fees of CHF 30,600 (prior year: CHF 36,500). Hans Leonz Notter is a partner at this law firm, whose members provide legal advice and other legal services to the COMET Group.

06.2 Current members of the Executive Committee (including related parties)

A total of seven persons served as Executive Committee members during the fiscal year. On average in the fiscal year, this represented 7.0 full-time equivalents (prior year: 7.0). The compensation of the members of the Executive Committee for which an expense was accrued is presented in the table below.

The actual fixed compensation reported for fiscal year 2015 is CHF 2,481,853 (consisting of the fixed base salary, benefits in kind and proportionate social security contributions).

In addition, for the prior fiscal year 2014, the 2015 Annual Shareholder Meeting retrospectively approved an aggregate amount of CHF 1,400,904 for profit-sharing compensation of the Executive Committee. The actual profit-sharing compensation now reported is CHF 1,355,409. The difference of approximately CHF 45 thousand arises partly from the fact that the share price at the grant date of the stock differs from the average share price used for the calculation of the grant price. Also, the actual profit-sharing compensation reported includes the social security contributions actually paid in 2015, which differ from last year's cost estimate for this item.

Sixty-one percent of the profit-sharing compensation is being paid in stock (prior year: 61%).

The reduction in total compensation in fiscal year 2015 compared to the prior year is attributable mainly to the significantly lower profit-sharing compensation as a result of the decrease in sales growth and net income.

           
in CHF   Executive Committee total Highest compensation Ronald Fehlmann (1), CEO
       
Fiscal year   2015 2014* 2015 2014*
  Footnote        
Base salary, gross (2) 1,946,641 1,960,280 480,545 480,545
Variable cash compensation, gross (3) 183,664 498,588 62,211 172,368
Total cash compensation   2,130,305 2,458,868 542,756 652,913
Stock compensation (4) 277,600 772,148 97,204 274,040
Benefits in kind (5) 25,577 28,790 5,165 5,165
Contributions for employer pension plan, old age and survivors insurance and unemployment insurance (6) 520,266 552,485 155,125 167,790
Contributions for health and accident insurance (7) 21,066 22,224 3,418 3,479
Total expenses for long-term benefits   541,331 574,709 158,543 171,268
Total compensation   2,974,813 3,834,515 803,667 1,103,386

* Data in the table has been restated to reflect variances between amounts estimated for the prior year in the prior-year annual financial statements, and the actual amounts observed. The actual aggregate compensation for 2014 was CHF 29 thousand more than had been reported in the prior-year annual financial statements.

(1) Ronald Fehlmann, who has been CEO since January 1, 2011, was the member of management with the highest individual compensation. In the table above, his compensation is both disclosed separately and included in the total compensation of the Executive Committee.

(2) The members of the Executive Committee receive a fixed base salary and a flat expense allowance. These elements of compensation are paid in cash. This item comprises the fixed compensation of all Executive Committee members who served during all or part of the fiscal year.

(3) This item includes the portion of the performance-related compensation paid in cash, which is calculated based on the criteria of the compensation system. This item also includes any other one-time cash compensation, such as length-of-service awards and any additional pay for special duties.

(4) This item includes the portion of the performance-related compensation paid in stock. The effective transfer of the stock occurs in the subsequent year. The grant price is determined as the average market price of the stock (from its first trading day after the annual results press conference to the stock's last trading day before the Annual Shareholder Meeting) less a discount of 36%. The shares are subject to a holding period of three years from the date of the award, during which they may not be sold. The stock price discount of 36% is also recognized as compensation.

(5) One member of the Executive Committee is entitled to the use of a company car; the full lease installments are paid by the Company. Also, a GA travel card for the use of Swiss public ground transportation is paid for one member of the Executive Committee.

(6) This item represents employer contributions to the old age and survivors (AHV) and unemployment insurance plans (ALV) as well as contributions to the family allowance fund (FAK) and the Company's employee pension plans.

(7) This item represents employer contributions to the health and accident insurance plans.

The amounts set out in the table above are not identical to the taxable income of the Executive Committee members, as the total compensation for the purposes of section 663 of the Code of Obligations includes employer social security contributions and (in the event of share awards) the stock price discount of 36%.

The 2015 Annual Shareholder Meeting prospectively approved an aggregate amount of CHF 2,900,000 for the fixed base salaries for fiscal year 2016.

The aggregate profit-sharing compensation (including proportionate social security contributions) reported for fiscal year 2015 is CHF 492,960. Before the 2015 profit-sharing compensation is paid to the members of the Executive Committee, the proposal for it by the Board of Directors must be retrospectively approved by shareholders at the 2016 Annual Shareholder Meeting.

06.3 Former members of the Board of Directors and Executive Committee (including related parties)

In the fiscal year, no former members of the Board of Directors or Executive Committee or their related parties worked for or were compensated by COMET.

06.4 Supplementary information on compensation

In the fiscal year, no signing bonuses were paid to present or former members of the Board of Directors or of the Executive Committee and no termination benefits were granted or paid.

No loans or other credit were granted in the year under review and none were outstanding at the balance sheet date. COMET has not provided any guarantees or other security. Board members did not receive benefits in kind.

No material changes related to compensation have occurred after the balance sheet date of December 31, 2015.

06.5 Interim management contracts

There were no interim management contracts in the fiscal year.

07 Disclosure of shareholdings of the Board of Directors and Executive Committee

At the end of the fiscal year, the members of the Board of Directors and Executive Committee held a total of 1.9% of the outstanding shares of COMET Holding AG (prior year: 2.2%).

A detailed analysis of the shareholdings of the members of the Board of Directors and Executive Committee is presented in the notes to the separate financial statements of COMET Holding AG on page 97.

08 Proposals to the 2016 Annual Shareholder Meeting for compensation of the Board and Executive Committee

At the 2016 Annual Shareholder Meeting the Board of Directors will propose the following three resolutions for the compensation of the Board and the Executive Committee:

  • Prospective approval of the total compensation of the Board of Directors for the term from the 2016 to the 2017 Annual Shareholder Meeting
  • Prospective approval of the fixed compensation of the Executive Committee for fiscal year 2017 (being the next fiscal year after the year of the Annual Shareholder Meeting)
  • Retrospective approval of the performance-based compensation of the Executive Committee for fiscal year 2015 (being the last fiscal year before the year of the Annual Shareholder Meeting)

The detailed proposals and the supporting reasoning will be delivered to shareholders with the notice of the 2016 Annual Shareholder Meeting.