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 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.
|
|
CEO |
NCC |
BoD |
AGM |
|
Election of NCC members |
|
|
|
A |
|
Compensation strategy and guidelines |
|
P |
A |
|
|
Compensation principles (Articles of Incorporation) |
|
P |
A (subject to AGM approval) |
A (binding vote, in case of changes) |
|
Key terms of compensation frameworks for the BoD and EB |
|
P |
A |
|
|
Total compensation for the BoD |
|
P |
A (subject to AGM approval) |
A (binding vote) |
|
Total compensation for the EB |
|
P |
A (subject to AGM approval) |
A (binding vote) |
|
Individual total compensation for the CEO |
|
P |
A |
|
|
Individual total compensation for the other members of the EB |
P |
R |
A |
|
|
Employment and termination agreements for the CEO |
|
P |
A |
|
|
Employment and termination agreements for other members of the EB |
P |
R |
A |
|
|
Compensation Report |
|
P |
A |
A (consultative) |
A: Approve
P: Propose
R: Review
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 previous 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 2025 AGM and illustrates their impact on the respective financial year:
Role and activities of the 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 Chair of the Board or the Chair of the NCC may not be present when the NCC reviews the compensation of the respective person. The Chair 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.
Information regarding external mandates for all Board and Executive Board members is provided later in this report. The Chair of the NCC convenes NCC meetings as often as required by SoftwareOne’s business, but at least three times a year. During 2024, the NCC held eleven meetings covering the following agenda items as illustrated in the table below:
|
|
Agenda item during 2024 |
February |
March |
April |
May |
June |
August |
October |
November |
December |
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation governance and policy |
Preparation of AGM invitation including maximum amount of compensation for the BoD and EB |
x |
x |
|
|
|
|
|
|
|
|
Review BoD and EB composition and succession |
|
|
|
x |
x |
x |
x |
x |
x |
|
|
Review of external Partners |
|
|
|
|
|
|
x |
|
|
|
|
BoD compensation framework |
Review of BoD compensation levels and framework |
|
|
x |
|
|
|
x |
|
|
|
EB compensation framework |
Review of STI performance and payouts for FY 2023 and target setting for FY 2024 for the EB |
x |
x |
|
|
|
|
|
|
|
|
Target setting for LTI grant in FY 2024 for the EB |
x |
x |
|
|
|
|
|
|
|
|
|
Review of STI and LTI framework |
|
|
|
|
|
|
x |
|
x |
|
|
Communication |
2023 Compensation and Governance Report |
x |
|
|
|
|
|
|
|
|
|
Analysis of compensation voting results at the AGM and review of proxy advisor reports |
|
|
|
|
|
|
x |
|
|
Two meetings took place in February and two in December.
Regular compensation benchmarking for Executive Board and Board of Directors
To evaluate SoftwareOne’s positioning in the market and overall competitiveness, the NCC regularly conducts market benchmarks to assess the compensation structure and level for both the BoD and the EB. The peer selection process is based on the company’s services and products, geographical relevance, size and scope.
Peer group and benchmarking
Information on peer company compensation is an important point of reference to assess the market competitiveness of the compensation awarded to members of the EB. The NCC believes that benchmarking against a consistent and relevant set of peer companies that are similar to SoftwareOne in scope, products and services offered, and geographical presence enables the company to set pay levels towards the middle of the respective market range. The peer group is adjusted when the Company updates its strategic direction or business model. This reinforces the talent attraction, motivation and retention efforts needed to support the company’s long-term success.
The last assessment of the competitiveness of the Executive Board compensation and compensation for non-executive BoD members in Switzerland was in 2023, and the next regular assessment will be scheduled in due course.