In view of the fact that Kuoni Travel Holding Ltd. is listed on the SIX Swiss Exchange, and in line with the desire of its Board of Directors and Group Executive Board to maintain a transparent compensation policy, the present Compensation Report contains all the information required under the Swiss Code of Obligations (Article 663b bis and Article 663c, Paragraph 3) and Section 5.1 of the Directive on Information Relating to Corporate Governance issued by SIX Exchange Regulation. In its corporate governance provisions and its reporting thereon, the Kuoni Group also observes the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, the umbrella association for Swiss business and industry. The Kuoni Group’s financial statements are compiled in accordance with International Financial Reporting Standards (IFRS). The directives issued by each of these bodies and authorities show slight variations in their presentation and interpretation provisions.
The Compensation Report below complies with the provisions of Section 5.1 of the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange, and also pays due regard to Annex 1 of the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse. The Report presents the compensation system used by the Kuoni Group. The compensation paid in accordance with the aforementioned provisions of the Swiss Code of Obligations is shown and commented on in note 02_06_10_06_ (pages 304 to 307).
The present Compensation Report is intended to inform the public about the compensation paid by the Kuoni Group. This Compensation Report will be presented to the 2012 Ordinary General Meeting of Shareholders both for approval as an integral part of the 2011 Annual Report and for its separate consultative voting approval.
Since the members of the Board of Directors of Kuoni Travel Holding Ltd. are independent and are not members of the Group Executive Board, the details of the compensation of the Board of Directors and of the Group Executive Board are presented in two separate sections.
The Kuoni Group strives constantly to be a first-choice employer which is able to recruit, retain and motivate the best and most professional employees around the world who are of the calibre that is essential to Kuoni’s continued success.
The Role of the Nomination and Compensation Committee
The Kuoni Group’s Nomination and Compensation Committee (NCC) is appointed by the Board of Directors and consists solely of independent non-executive members. The present members of the NCC are Heinz Karrer (chairman), Annette Schömmel and Raymond Webster. Board Chairman Henning Boysen also attended all the NCC’s meetings in 2011.
The main duty of the NCC is to monitor the organisation, qualification, performance and remuneration of executive management and the Board of Directors and to review the terms and conditions of any employee share purchase plan. Other tasks performed by the NCC include assessing the performance of the CEO and the further individual members of the Group Executive Board, arranging succession plans for the members of the Board of Directors and the Group Executive Board, submitting proposals for and recruiting new members of the Board of Directors and furthering the development of management as a whole.