Compensation Governance

The compensation governance at SoftwareONE is comprised of three key bodies: the NCC who advises the BoD in terms of compensation-related matters, the BoD who ultimately approves the compensation-related matters and the shareholders of SoftwareONE who vote on total compensation and the compensation report at the AGM.

The Articles of Incorporation, the Organizational Regulations and the NCC Charter outline and define the roles and responsibilities of these bodies. The Articles of Incorporation of SoftwareONE contain compensation governance provisions regarding:

• Approval (binding and prospective) of compensation by the shareholders at the AGM, Art. 7 and 19
• Powers and duties of the NCC, Art. 15
• General principles of compensation, Art. 18
• Additional amount for the EB, Art. 20

The general division of duties, responsibilities and powers between these three key bodies of the compensation governance (NCC, BoD and AGM) are presented in the table below, in line with Art. 7 and Art. 19 of the Articles of Incorporation.

Role of the shareholders at the AGM

The BoD submits three separate compensation-related resolutions for shareholder approval at the AGM (Art. 7 and Art. 19):

-         Vote I: Consultative vote for the Compensation Report of the preceding financial year

-         Vote II: Maximum aggregate amount of compensation of the BoD for the term of office from AGM until the next AGM

-         Vote III: Maximum aggregate amount of compensation of the EB for the following financial year

The graph below illustrates these compensation-related resolutions for shareholder approval at the 2021 AGM and also illustrates their impact on the respective financial year:

Nomination and Compensation Committee role and activities

The NCC is composed of at least three members of the BoD (Art. 15) that are elected individually at the AGM by the shareholders on an annual basis pursuant to Swiss law and SoftwareONE’s Articles of Incorporation. The NCC has the duties of supervision and governance of SoftwareONE’s compensation frameworks and philosophy, compensation of the EB as well as the performance evaluation of EB members. The Chairperson of the NCC ensures that the BoD is kept informed in a timely and adequate manner during the term of office with regard to the NCC’s area of responsibility. Please refer to the Corporate Governance section for further details on NCC composition, duties and election.

The Chairperson of the NCC convenes NCC meetings as often as the business of SoftwareONE requires, but at least three times a year. During 2020, the NCC held six meetings covering the following agenda items as illustrated in the table below: