Compensation governance

The compensation governance at SoftwareOne comprises three key bodies: the NCC which advises the BoD in terms of compensation-related matters, the BoD which 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 Organisational 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: Binding vote on the maximum aggregate amount of compensation of the BoD for the term of office from the current to the next AGM
• Vote III: Binding vote on the 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 2023 AGM and illustrates their impact on the respective financial year:

Overview of say-on-pay votes at AGM 2023

Role and activities of Nomination and Compensation Committee

The NCC is composed of at least three members of the BoD (Art. 15) who 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 NCC regularly invites the CEO and may invite other members of the Executive Board or, subject to prior notification of the responsible member of the EB, members of the company’s management to its meetings as it deems desirable or appropriate. However, the CEO or other members of the EB may not be present when the NCC reviews the compensation or other aspects of the employment of the respective person. The Chairperson of the Board or the Chairperson of the NCC may not be present when the NCC reviews the compensation of the respective person. The Chairperson of the NCC ensures that the BoD is kept informed in a timely and adequate manner during the term of office regarding the NCC’s area of responsibility. Please refer to the Corporate Governance Report section for further details on NCC composition, duties, election and NCC members, including external mandates, as well as for other Board and Executive Board members. The Chairperson of the NCC convenes NCC meetings as often as required by SoftwareOne’s business, but at least three times a year. During 2022, the NCC held six meetings covering the following agenda items as illustrated in the table below:

In addition, the NCC met in a separate session in July and September to review the LTI framework.