Compensation of Members of the Board

Compensation of Board members consists of Director fees and Committee fees. These fees are paid shortly after the Annual General Meeting for year in office completed. In addition, each Board member is entitled to participate in the Givaudan Long Term Incentive Plan (LTIP) described above. With the exception of the Chairman, each Board member receives an amount of CHF 10,000 for out-of-pocket expenses. This amount is paid for the coming year in office. The LTIP awards are also granted for the same period.

The compensation paid out to the Board of Directors during the year was as follows:



in Swiss francs
Jürg Witmer Chairman André Hoffmann Irina du Boisa Dietrich Fuhrmannb Peter Kappeler Thomas Rufer Nabil Sakkab Henner Schierenbeck Total remuneration 2010 Total remuneration 2009
Director fees 320,000 80,000 80,000 80,000 80,000 80,000 80,000 800,000 800,000
Other cash compensation 30,000
Committee fees 30,000 50,000 20,000 40,000 20,000 20,000 40,000 220,000 220,000
Total cash 350,000 130,000 100,000 120,000 100,000 100,000 120,000 1,020,000 1,050,000
Number of options grantedc 26,800 6,700 3,350 3,350 3,350 3,350 46,900 50,250
Value at grantd 406,288 101,572 50,786 50,786 50,786 50,786 711,004 752,745
Number of RSUse 134 67 67 67 67 402 440
Value at grantf 108,031 54,015 54,015 54,015 54,015 324,091 261,800
Total remuneration 756,288 231,572 108,031 100,000 224,801 204,801 204,801 224,801 2,055,095 2,064,545

a) Joined the Board of Directors on 25 March 2010.

b) Retired from the Board of Directors on 25 March 2010.

c) Options vest on 2 March 2012.

d) Economic value at grant based on a Black & Scholes model, with no discount applied for the vesting period.

e) Restricted share units vest on 1 March 2013.

f) Economic value at grant according to IFRS methodology, with no discount applied for the vesting period.

Payment to Board members for out-of-pocket expenses amounted to CHF 60,000.

Compensation of the Board member with the highest compensation

The Board member with the highest compensation in 2010 is Dr. Jürg Witmer, Chairman of the Board as of 28 April 2005. For compensation details please refer to the detailed table above as well as the complete disclosure of compensation to Board of Directors and Executive Committee members set out in the 'Related Parties' section of the Financial Report.

Other compensation, fees and loans to members or former members of the Board

No additional compensation or fees were paid to any member of the Board. No Board member had any loan outstanding as of 31 December 2010.

Special compensation of members of the Board who left the Company during the reporting period

No such compensation was incurred during the reporting period.

Additional fees and loans

No additional fees and/or compensation were paid during the reporting period to any member of the Board. None of them had any loan outstanding as per 31 December 2010.

Ownership of shares

In total, the Chairman and other non-executive Board members including persons closely connected to them held 88,512 Givaudan shares. For further details, please refer to the table below.

As per 31 December 2010, the CEO and other members of the Executive Committee, including persons closely connected to them, held 351 Givaudan shares. For further details, please refer to the table below.

Ownership of share options and restricted Share Units

Board members and Executive Committee members who elect to receive stock options may receive:

(1) Call warrants. These securities are fully tradable after vesting;

or

(2) Option rights, in jurisdictions where securities laws prevent the offering of Givaudan securities to employees. Option rights are settled in cash and offer recipients economic benefits identical to share options. These rights are not tradable or transferable after the vesting period.

As from 2009, Board members and Executive Committee members may elect to receive Restricted Share Units (RSUs) in lieu of stock options as described above.

Details about Givaudan stock options and RSUs are described in the 'Share-Based Payments' section of the 2010 Financial Report.

The following table shows:

  • The shares held individually by each Board member as per 31 December 2010.
  • The RSUs that were granted in 2010 and were still owned by members of the Board as per 31 December 2010.
  • The share options/option rights that were granted during the corresponding periods and were still owned by the members of the Board as per 31 December 2010.

The Company is not aware of any ownership of shares, share options/option rights or RSUs as per 31 December 2010 by persons closely connected to the Board of Directors.



2010 in number
Shares Restricted Shares Share options / Option rights
Maturity 2011 Maturity 2012 Maturity 2013 Maturity 2014 Maturity 2015
Jürg Witmer, Chairman 1,000 26,800 26,800 26,800 26,800
André Hoffmanna 86,929 6,700 6,700 6,700 6,700 6,700
Irina du Bois 39 134
Peter Kappeler 10 155 3,350 3,350
Thomas Rufer 58 155 3,350 3,350
Nabil Sakkab 155 6,700 3,350 3,350
Henner Schierenbeck 476 67 6,700 6,700 6,700 3,350
Total Board of Directors 88,512 666 6,700 40,200 46,900 50,250 46,900

a) The following Givaudan derivatives were also held by Mr Hoffmann as at 31 December 2010:
    - 30,000 call warrants UBS – Givaudan 20.08.2013 (ISIN value no. CH 011 659 55 10)

The following table shows:

  • The shares held individually by each member of the Executive Committee as per 31 December 2010.
  • The RSUs that were granted in 2010 and were still owned by members of the Executive Committee as per 31 December 2010.
  • The share options/option rights that were granted during the corresponding periods and were still owned by the members of the Executive Committee as per 31 December 2010.

Two persons closely connected to members of the Executive Committee owned Givaudan securities as per 31 December 2010:

  • One person owned 6,000 option rights (3,000 maturing in 2014 and 3,000 maturing in 2015)
  • One person owned 98 shares

The Company is not aware of any other ownership of shares, share options/option rights or RSUs as per 31 December 2010 by persons closely connected to members of the Executive Committee.



2010 in number
Shares Restricted Shares Share options / Option rights
Maturity 2011 Maturity 2012 Maturity 2013 Maturity 2014 Maturity 2015
Gilles Andrier, CEO 60,000 60,000 60,000
Matthias Währen 926 20,000 20,000
Mauricio Graber 116 40,000 40,000
Michael Carlos 40,000 40,000 40,000 40,000
Joe Fabbri 117 30,000 30,000 30,000
Adrien Gonckel 20 30,000 30,000 30,000
Total Executive Committee 253 926 40,000 160,000 220,000 220,000