3Approval Process

The remuneration system is established by the Remuneration Committee in consultation with the CEO and submitted to the Board of Directors for approval. The remuneration system for the Board of Directors and for the Group Management was revised in 2022. Cicor engaged the company Agnès Blust for the revision. The company Agnès Blust had no further mandates with Cicor. The processes and responsibilities within Cicor are organized as follows:

3.1CEO

The Group CEO supports the Remuneration Committee by proposing for discussion:

• the conditions of employment contracts for the Group Management and senior management members;
• the individual target achievement for the variable salary component at the beginning of the year;
• new targets to be determined for the current financial year for the Group Management and senior management.

3.2Remuneration Committee

The Remuneration Committee comprises one or more Board members. It currently consists of:

• Daniel Frutig, Chairman (as from 15 April 2021)
• Konstantin Ryzhkov (as from 16 July 2021)

The Remuneration Committee reviews, evaluates and submits for approval to the entire Board:

• the conditions and remuneration set out in the employment contracts of the CEO, CFO, EVP Operations and other members of the senior management;
• the total remuneration for the members of the Group Management and senior management members, including the achievement of individual targets for variable compensation for the past financial year at the beginning of the year, as well as new targets to be set for the current financial year;
• remuneration guidelines;
• the introduction of performance-related remuneration systems, including the introduction of share- and option-based remuneration systems;
• changes in pension schemes;
• additional benefits for employees;
• remuneration of the Board of Directors;
• compensation for additional duties of Board members;
• compensation for the various Board committees.

3.3Board of Directors

The Board of Directors decides on all matters that are not, according to the law, Articles of Incorporation or organizational regulations, explicitly entrusted to another governing body of the company. In particular it approves, upon request by the Remuneration Committee:

• the conditions and remuneration set out in the employment ­contracts of the CEO, CFO, EVP operations and other members of the senior management; 
• total remuneration for members of the Group Management and the senior management, including variable compensation;
• remuneration guidelines; 
• the introduction of performance-related remuneration systems, including the introduction of share- and option-based remuneration systems;
• changes in pension schemes;
• additional benefits for employees; remuneration of the Board of Directors;
• compensation for additional duties of Board members; 
• appointment of members to the various Board committees, except the members of the Remuneration Committee, as well as their remuneration.

3.4Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders prospectively votes on the approval of the total remuneration amounts for the Board of Directors and the Group Management once a year. In addition, it must hold a consultative vote on the full remuneration report. If, after the remuneration has been prospectively approved by the Annual General Meeting of Shareholders, the Group Management is expanded or a member of the Group Management is promoted or replaced, there is, pursuant to the Articles of Incorporation, an additional amount available. Such additional amount may not exceed 30% of the previously approved total remuneration amounts per remuneration period and per member promoted or replaced.