5. Remuneration, shareholdings and loans
5.1. Content and method of determining remuneration and shareholding programs
The Remuneration and Nomination Committee monitors and approves the remuneration policy established by the company. It proposes to the Board of Directors for approval the remuneration of members of the Board of Directors as well as members of Group management (see section 3.5.2 Remuneration and Nomination Committee).
Generally, remuneration policy in the Kudelski Group is based on the performance of business units and persons individually throughout the course of the year.
The Financial Statements show details under note 45 of remuneration paid to members of the Board of Directors and management as stipulated by article 663bis CO.
Members of the Board of Directors
Overall remuneration of non-executive members of the Board of Directors includes fixed annual fees as well as an allowance for costs and other expenses incurred in connection with the performance of their duties. This remuneration is paid in cash. Options are attributed to them according to distribution criteria determined by the Remuneration and Nomination Committee at the time such options are granted to eligible company staff. If specific tasks or services not within the usual scope of activities of the Board of Directors of Kudelski SA or a Group company are assigned to Board Members, the services rendered are remunerated on the basis of fees, the rates of which correspond to the market rate for the same type of services.
Members of Group management
The global annual remuneration of members of Group Management includes a salary and a variable element based on individual performance, the attainment of Group objectives, Group performance, and the attainment of objectives set for individuals. The salary consists of remuneration in cash, a number of shares and payment in kind, including for example: payment of the health insurance premium. Methods of payment of the variable element are decided by the Remuneration and Nomination Committee and payment may be made in cash and/or in the form of Kudelski SA bearer shares, in particular as per the share price. Interested parties also have the possibility of taking part in the share purchase plan introduced in 2004, in accordance with the said plan.