44. Compensation, shareholdings and loans
Total compensation granted directly or indirectly by Kudelski SA or by one of its affiliated companies during 2009 and 2008 to the members of the Board of Directors, members of the Group management and former board members are as follow:
| Base compensation Cash CHF | Variable compensation in Cash CHF | Variable compensation in Kudelski Shares (number) | Variable compensation in OpenTV Corp shares (number) | Variable compensation in OpenTV Corp options (number) | Other CHF | Total 2009 CHF | |
| Board of Directors | |||||||
| Kudelski André, chairman | 548 600 | – | – | – | – | – | 548 600 |
| Smadja Claude, vice chairman | 200 040 | – | – | – | – | – | 200 040 |
| Bucher Norbert, member | 60 000 | – | – | – | – | – | 60 000 |
| Dassault Laurent, member | 40 000 | – | – | – | – | – | 40 000 |
| Foetisch Patrick, member | 60 000 | – | – | – | – | 96 752 | 156 752 |
| Lescure Pierre, member | 60 000 | – | – | – | – | – | 60 000 |
| Kudelski Marguerite, member | 50 000 | – | – | – | – | – | 50 000 |
| Zeller Alexandre, member | 40 000 | – | – | – | – | – | 40 000 |
| Total board members | 1 058 640 | – | – | – | – | 96 752 | 1 155 392 |
| Management | |||||||
| Kudelski André, CEO | 538 577 | 3 300 000 | 200 000 | – | – | 26 308 | 6 027 685 |
| Other management members | 3 632 023 | 2 237 206 | 125 962 | – | – | 125 031 | 7 397 090 |
| Total Management | 4 170 600 | 5 537 206 | 325 962 | – | – | 151 339 | 13 424 775 |
| Former board members | |||||||
| Kudelski Stefan, founder and "Président d'honneur" | 205 020 | – | – | – | – | – | 205 020 |
| Base compensation Cash CHF | Variable compensation in Cash CHF | Variable compensation in Kudelski Shares (number) | Variable compensation in OpenTV Corp shares (number) | Variable compensation in OpenTV Corp options (number) | Other CHF | Total 2008 CHF | |
| Board of Directors | |||||||
| Kudelski André, chairman | 498 400 | – | – | 50 000 | – | – | 549 600 |
| Smadja Claude, vice chairman | 201 155 | – | – | – | 10 000 | – | 216 977 |
| Bucher Norbert, member | 60 000 | – | – | – | – | – | 60 000 |
| Dassault Laurent, member | 40 000 | – | – | – | – | – | 40 000 |
| Foetisch Patrick, member | 50 000 | – | – | – | – | 173 653 | 223 653 |
| Lescure Pierre, member | 60 000 | – | – | – | – | – | 60 000 |
| Kudelski Marguerite, member | 50 000 | – | – | – | – | – | 50 000 |
| Zeller Alexandre, member | 40 000 | – | – | – | – | – | 40 000 |
| Total board members | 999 555 | – | – | 50 000 | 10 000 | 173 653 | 1 240 230 |
| Management | |||||||
| Kudelski André, CEO | 529 000 | 1 860 000 | 250 000 | – | – | 25 734 | 3 806 734 |
| Other management members | 3 398 617 | 1 299 231 | 171 816 | – | 30 000 | 109 500 | 5 915 217 |
| Total Management | 3 927 617 | 3 159 231 | 421 816 | – | 30 000 | 135 234 | 9 721 951 |
| Former board members | |||||||
| Kudelski Stefan, founder and "Président d'honneur" | 205 020 | – | – | – | – | – | 205 020 |
Shares allotments are measured according to IFRS taking into consideration a discount factor for blocking periods. 300 222 (2008: 331 444) bearer shares granted to certain management members are subject to a 7 year blocking period, 47 232 (2008: 78 569) bearer shares are subject to a 3 year blocking period and 14 471 bearer shares (2008: 0) subject to a one year blocking period. Variable compensation in cash and granted in Kudelski bearer shares, were granted based on the Remuneration Committee's assessment of the achievement of the individual and Group's objectives. In 2008, variable compensation was not yet paid as of December 31, 2008, but was fully accrued in the 2008 financial statements.
Compensation does not include reimbursement for business expenses incurred in the performance of their service as well as representation allowances as these are not considered compensation.
At December 31, 2009 and 2008, no guarantees, loans, advances or borrowings in favor of members of the Board of Directors and members of the management or parties closely related to such persons were granted.
As of December 31, 2009, the members of the Board of Directors and members of the management had following interest within the company:
| 31 december 2009 | ||||
| Registered shares | Bearer shares | Options | Convertible bond | |
| Board of Directors | ||||
| Kudelski André, chairman (family pool) | 46 300 000 | 7 924 311 | – | – |
| Smadja Claude, vice chairman | – | 1 300 | – | – |
| Bucher Norbert, member | – | 1 700 | – | – |
| Dassault Laurent, member * | – | 2 000 | – | – |
| Foetisch Patrick, member | – | 1 000 | – | – |
| Lescure Pierre, member | – | 2 000 | – | – |
| Kudelski Marguerite, member | – | 3 005 112 | – | – |
| Zeller Alexandre, member | – | 7 200 | – | – |
| Total board members | 46 300 000 | 10 944 623 | – | – |
| Management | ||||
| Kudelski André, CEO | see above | see above | see above | see above |
| Saladini Mauro, CFO | – | 153 403 | 1 603 | 125 000 |
| Roy Pierre, COO | – | 55 917 | – | – |
| Egli Charles, CEO Public Access | – | 86 436 | 120 | – |
| Gani Lucien, General Counsel | – | 35 913 | – | – |
| Osadzinski Alex, EVP Product | – | 5 656 | – | – |
| Pitton Yves, SVP Business Development | – | 29 632 | 200 | – |
| Goetschmann Nicolas, Corporate Secretary | – | 22 056 | 240 | – |
| Burke John, SVP head of Human Resources | – | 27 490 | 1 080 | – |
| Total Management | – | 416 503 | 3 243 | 125 000 |
Convertible bond is disclosed in CHF nominal value.
And for 2008 (without including shares from 2008 variable compensation - issued in 2009):
| 31 december 2008 | ||||
| Registered shares | Bearer shares | Options | Convertible bond | |
| Board of Directors | ||||
| Kudelski André, chairman (family pool) | 46 300 000 | 7 424 113 | 19 195 | – |
| Smadja Claude, vice chairman | – | 1 300 | 1 000 | – |
| Bucher Norbert, member | – | 1 700 | 1 000 | – |
| Dassault Laurent, member * | – | 1 141 050 | 1 000 | – |
| Foetisch Patrick, member | – | 1 000 | 1 000 | – |
| Lescure Pierre, member | – | 2 000 | 1 000 | – |
| Kudelski Marguerite, member | – | 3 005 112 | – | – |
| Zeller Alexandre, member | – | 7 200 | – | – |
| Total board members | 46 300 000 | 11 583 475 | 24 195 | – |
| Management | ||||
| Kudelski André, CEO | see above | see above | see above | see above |
| Saladini Mauro, CFO | – | 62 806 | 6 165 | 125 000 |
| Roy Pierre, COO | – | 18 741 | 4 785 | – |
| Egli Charles, CEO Public Access | – | 32 807 | 4 234 | – |
| Gani Lucien, General Counsel | – | 10 490 | – | – |
| Osadzinski Alex, EVP Product | – | – | – | – |
| Pitton Yves, SVP Business Development | – | 1 840 | 200 | – |
| Goetschmann Nicolas, Corporate Secretary | – | 6 593 | 4 474 | – |
| Burke John, SVP head of Human Resources | – | 8 739 | 520 | – |
| Total Management | – | 142 016 | 20 378 | 125 000 |
At December 31, 2009 and 2008, Marguerite Kudelski together with another family member as well as their respective descendants are the beneficial owners, through a common investment structure, of 3 000 000 Kudelski SA bearer shares, which represent 3.2% of the company's voting rights.
* 2008 interest for Laurent Dassault included shares held by a related entity. Such shares are no longer included in Laurent Dassault's 2009 interest as he is no longer related to the relevant entity.