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Decision-making powers

Division of tasks between the Board of Directors and the Compensation Committee

The Board of Directors approves the personnel and remuneration policy for the entire Group, as well as the general terms and conditions of employment for members of the Group Executive Board. It also defines the remuneration for each member of the Board of Directors and the CEO as well as the total remuneration for the Group Executive Board. The Compensation Committee handles business matters of the Board of Directors concerning remuneration, submits proposals to the Board of Directors in this context, and, within the framework of the approved total remuneration, is empowered to decide upon the remuneration of the individual Group Executive Board members (with the exception of the CEO). Neither the CEO nor the other members of the Group Executive Board are entitled to participate in meetings at which their remuneration is discussed or decided. The decision-making powers are defined in the Organisational Regulations of the Board of Directors and the regulations for the Compensation Committee. The latest versions of these documents can be accessed on the Swisscom website under “Basic principles”. Revised or superseded documents can also be viewed there.

See
www.swisscom.ch/basicprinciples

The following table shows the division of tasks between the Board of Directors and the Compensation Committee.


Subject		   Compensation
Committee		   Board
of Directors
Personnel and remuneration policy   –   A 1
General terms and conditions of the Group Executive Board   P 2   A
Guidelines of variable performance-related compensation to the Group Executive Board   P   A
Equity participation schemes of the entire Group   P   A
Concept of Compensation to members of the Board of Directors   P   A
Compensation of the Board of Directors   P   A
Definition of the incentive targets   P   A
Compensation of CEO Swisscom Ltd   P   A
Total compensation to members of the Group Executive Board   P   A
Compensation to members of the Group Executive Board (excl. CEO)   A 3   –
1 A stands for approval.
2 P stands for proposal.
3 Within the framework of the total remuneration defined by the Board of Directors.

Composition and modus operandi of the Compensation Committee

The Compensation Committee is chaired by the Deputy Chairman of the Board of Directors.The other members are the Chairmen of the Finance Committee and the Audit Committee as well as the representative of the Swiss Confederation. The Chairman of the Board of Directors attends committee meetings but has no voting rights. The CEO and CPO (Chief Personnel Officer) attend the meetings in an advisory capacity, unless the agenda items exclusively concern the Board of Directors or the CEO and CPO themselves, in which case the CEO and CPO are not present. Other members of the Board of Directors, auditors or experts may also be called upon to attend the meetings in an advisory capacity. Minutes are kept of the meetings. The Chairman reports orally on the activities of the Compensation Committee at the next meeting of the Board of Directors.

The following table gives an overview of the composition of the Committee, the Committee meetings, conference calls and circular resolutions taken in 2013, as well as the participation of the individual members:

    Meetings   Conference calls   Circular resolutions
Total   4   –   –
Average duration (in hours)   1:35   –   –
Participation:            
Richard Roy, Chairman   4   –   –
Torsten G. Kreindl   4   –   –
Theophil Schlatter   4   –   –
Hans Werder   4   –   –
Hansueli Loosli 1   4   –   –
Barbara Frei 2   4   –   –
1 Participation without voting rights.
2 2013 attendance by guest without voting rights.