The Board of Directors share-based compensation is based on a fixed number of shares: 2000 shares for the Chairman, 1200 shares for the Deputy Chairman and 800 shares for the remaining Members of the Board.
As of the AGM 2023 the Board of Directors consisted of 8 members (until AGM 2023 the Board of Directors consisted of 6 members).
The Members of the Board of Directors received TCHF 869 in fixed compensation in cash for the year under review (previous year: TCHF 731). Compensation in form of a fixed number of shares amounting to TCHF 582 (previous year TCHF 611) was also awarded. This amount is based on the market value of a total of 7600 shares (previous year: 6400 shares) divided into 1600 shares (previous year: 1600 shares) at a share price of CHF 78.30 from 1 April 2023 (previous year: CHF 92.50) for the period from 1 January to 31 March 2023 and 6000 shares (previous year: 4800 shares) at a share price of CHF 68.00 from 31 December 2023 (previous year: CHF 86.30) for the period from 1 April 2023 to 31 December 2023. No compensation was paid to former Board members.
Total compensation for members of the Board of Directors for the reporting year amounted to KCHF 1451 (previous year: KCHF 1342).
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(BoD) |
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Cash based compensation 1) |
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Share-based compensation 2) |
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Total compensation |
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Number of allotted shares |
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KCHF |
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2023 |
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2022 |
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2023 |
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2022 |
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2023 |
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2022 |
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2023 |
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2022 |
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Urs Kaufmann a) |
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Chairman |
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287 |
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288 |
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157 |
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196 |
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444 |
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484 |
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2 000 |
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2 000 |
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Beat Kälin b) |
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Deputy Chairman |
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114 |
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114 |
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95 |
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118 |
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209 |
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232 |
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1 200 |
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1 200 |
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Marina Bill c) |
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Member (as of AGM 2023) |
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68 |
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– |
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46 |
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– |
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114 |
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– |
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600 |
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– |
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Monika Bütler d) |
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Member |
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91 |
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91 |
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63 |
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78 |
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154 |
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169 |
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800 |
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800 |
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Kerstin Günther e) |
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Member (as of AGM 2023) |
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68 |
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– |
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46 |
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– |
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114 |
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– |
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600 |
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– |
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Rolf Seiffert |
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Member |
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70 |
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70 |
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56 |
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70 |
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126 |
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140 |
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800 |
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800 |
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Franz Studer f) g) |
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Member |
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80 |
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78 |
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56 |
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70 |
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136 |
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148 |
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800 |
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800 |
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Jörg Walther h) |
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Member |
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91 |
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91 |
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63 |
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78 |
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154 |
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169 |
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800 |
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800 |
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Total |
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869 |
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731 |
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582 |
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611 |
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1 451 |
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1 342 |
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7 600 |
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6 400 |
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1) The Chairman receives a fixed contractual amount including social security/accident insurance scheme/pension fund contributions. All other members receive a basic remuneration and an extra post allowance (if applicable) including social security contributions. A maximum fixed compensation has been approved in previous Annual General Meetings.
2) Share-based compensation is calculated at a share price of CHF 78.30 (for the part of the allocation approved by the Annual General Meeting 2023) (previous year: CHF 92.50) and at CHF 68.00 (as of year-end 2023) (previous year CHF 86.30) for the outstanding amount including social security. Outstanding shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
a) Chairman
b) Deputy Chairman and NCC Chairman (until AGM 2022), NCC member (as of AGM 2022)
c) NCC member (as of AGM 2023)
d) AC Chairwoman (until AGM 2022) and NCC Chairwoman (as of AGM 2022)
e) AC member (as of AGM 2023)
f) AC member (as of AGM 2022)
g) Dr. Franz Studer is a member of the executive committee and Investment Director of EGS Beteiligungen AG, a significant shareholder of HUBER+SUHNER AG. His compensation, including cash payments and allocations of shares is made directly to his employer EGS Beteiligungen AG
h) AC member (until AGM 2022) and AC Chairman (as of AGM 2022)
No loans have been granted to current or former Board members. In addition, no compensation, loans or credit have been granted to related parties of the Board of Directors.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by members of Board of Directors are as follows:
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(Number of shares at 31 December 2023) |
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Own shares |
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Shares of close family members |
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Total shares |
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Of which non-restricted shares |
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Of which restricted shares 2) |
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Total share of votes 3) |
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Urs Kaufmann |
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Chairman |
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93 200 |
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400 |
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93 600 |
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56 600 |
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37 000 |
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0.51% |
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Beat Kälin |
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Deputy Chairman |
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26 900 |
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– |
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26 900 |
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18 500 |
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8 400 |
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0.15% |
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Monika Bütler |
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Member |
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7 600 |
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– |
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7 600 |
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4 800 |
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2 800 |
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< 0.10% |
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Rolf Seiffert |
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Member |
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15 033 |
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– |
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15 033 |
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12 233 |
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2 800 |
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< 0.10% |
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Jörg Walther |
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Member |
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7 600 |
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– |
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7 600 |
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2 400 |
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5 200 |
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< 0.10% |
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Franz Studer 1) |
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Member |
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– |
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– |
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– |
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– |
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– |
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– |
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Marina Bill |
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Member |
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– |
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– |
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– |
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– |
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– |
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– |
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Kerstin Günther |
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Member |
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– |
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– |
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– |
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– |
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– |
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– |
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Total shareholdings BoD 2023 |
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150 333 |
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400 |
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150 733 |
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94 533 |
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56 200 |
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0.82% |
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(Number of shares at 31 December 2022) |
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Own shares |
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Shares of close family members |
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Total shares |
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Of which non-restricted shares |
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Of which restricted shares 2) |
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Total share of votes 3) |
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Urs Kaufmann |
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Chairman |
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91 200 |
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400 |
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91 600 |
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51 600 |
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40 000 |
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0.49% |
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Beat Kälin |
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Deputy Chairman |
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25 700 |
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– |
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25 700 |
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16 500 |
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9 200 |
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0.14% |
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Monika Bütler |
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Member |
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6 800 |
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– |
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6 800 |
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3 600 |
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3 200 |
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< 0.10% |
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Rolf Seiffert |
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Member |
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14 233 |
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– |
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14 233 |
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11 033 |
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3 200 |
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< 0.10% |
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Jörg Walther |
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Member |
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6 800 |
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– |
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6 800 |
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– |
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6 800 |
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< 0.10% |
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Franz Studer 1) |
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Member |
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– |
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– |
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– |
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– |
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– |
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– |
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Total shareholdings BoD 2022 |
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144 733 |
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400 |
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145 133 |
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82 733 |
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62 400 |
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0.78% |
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1) The figures stated do not include the participation of EGS Beteiligungen AG, where F. Studer is a member of the executive board and Investment Director.
2) Shares with remaining lock-in periods of up to ten years
3) Shares in % of shares entitled to a dividend
In addition to serving on the Board of Directors of HUBER+SUHNER the members hold the following mandates as of 31 December 2023:
Urs Kaufmann
Dr. Beat Kälin
Marina Bill
Prof. Dr. Monika Bütler
Kerstin Günther
Rolf Seiffert
Dr. Franz Studer
Jörg Walther
The Executive Group Management members received fixed compensation in cash of TCHF 2559 for the year under review (previous year: TCHF 2550). Subject to approval by the Annual General Meeting, Executive Group Management was awarded variable compensation of TCHF 1467 (previous year: TCHF 2055). This comprises a cash bonus and a share based compensation. The factors for the variable cash component which is determined individually and depends on the achievement of the Group’s financial targets and the individual objectives, range from 54 to 86 %.
The share-based compensation at the market value of the shares amounts to 11 800 shares (previous year: 11 800 shares) at a share price of CHF 68.00 on 31 December 2023 (previous year: CHF 86.30). The Board of Directors determined the share factor for 2023 in its February 2024 meeting. The assessment was based on the criteria as defined under chapter 3, section b) of this document.
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2023 |
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2022 |
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Market environment |
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0 |
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+ |
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Strategy implementation |
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0 |
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0 |
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Financial situation |
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0 |
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0 |
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Sharefactor* |
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1.00 |
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1.00 |
Based on the above assessment, the share factor was set at 1.00. No compensation was paid to former Executive Group Management members.
Total compensation for the Executive Group Management for the year under review was TCHF 4026 (previous year: TCHF 4605 ). In 2023 the total compensation overall decreased by 12.6 %. In order to compare total compensation for the Executive Group Management of the reporting period with 2022, one has to consider:
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Highest individual compensation 1) |
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Total Executive Group Management 2) |
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2023 |
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2022 |
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2023 |
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2022 |
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Basic salary 3) |
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558 |
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550 |
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2 011 |
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2 001 |
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Contributions to social security and pension funds on fixed compensation |
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161 |
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161 |
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548 |
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549 |
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Total fixed compensation |
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719 |
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711 |
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2 559 |
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2 550 |
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Variable compensation in cash |
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212 |
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324 |
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573 |
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911 |
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Share-based compensation 4) |
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272 |
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345 |
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802 |
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1 018 |
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Contributions to social security on variable compensation |
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37 |
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50 |
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92 |
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126 |
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Total variable compensation |
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521 |
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719 |
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1 467 |
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2 055 |
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Total compensation |
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1 240 |
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1 430 |
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4 026 |
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4 605 |
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Number of allotted shares |
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4 000 |
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4 000 |
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11 800 |
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11 800 |
1) Urs Ryffel, CEO
2) The Executive Group Management consists of 6 members
3) Including allowances
4) Based on the year-end share price of CHF 68.00 (previous year: CHF 86.30). Shares are transferred in the following financial year, subject to approval by the Annual General Meeting.
No loans or credits have been granted to current or former Executive Group Management members. In addition, no compensation or loans have been granted to related parties of the Executive Group Management.
In accordance with Article 734d of the Swiss Code of Obligations (OR), shareholdings in the company by members of Executive Group Management are as follows:
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(Number of shares at 31 December 2023) |
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Own shares |
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Shares of close family members |
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Total shares |
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Of which non-restricted shares |
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Of which restricted shares 1) |
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Total share of votes 2) |
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Urs Ryffel |
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CEO |
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43 100 |
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– |
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43 100 |
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29 100 |
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14 000 |
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0.23% |
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Reto Bolt |
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Member |
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15 680 |
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– |
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15 680 |
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3 680 |
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12 000 |
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< 0.10% |
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Drew Nixon |
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Member |
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13 930 |
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– |
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13 930 |
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8 330 |
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5 600 |
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< 0.10% |
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Patricia Stolz |
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Member |
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8 120 |
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– |
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8 120 |
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3 220 |
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4 900 |
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< 0.10% |
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Jürgen Walter |
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Member |
|
2 000 |
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– |
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2 000 |
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– |
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2 000 |
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< 0.10% |
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Ivo Wechsler |
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Member |
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19 200 |
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– |
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19 200 |
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10 000 |
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9 200 |
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0.10% |
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Total shareholdings EGM 2023 |
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102 030 |
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– |
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102 030 |
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54 330 |
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47 700 |
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0.55% |
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|
(Number of shares at 31 December 2022) |
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Own shares |
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Shares of close family members |
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Total shares |
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Of which non-restricted shares |
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Of which restricted shares 1) |
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Total share of votes 2) |
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Urs Ryffel |
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CEO |
|
39 100 |
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– |
|
39 100 |
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25 100 |
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14 000 |
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0.21% |
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Reto Bolt |
|
Member |
|
14 080 |
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– |
|
14 080 |
|
80 |
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14 000 |
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< 0.10% |
|
Drew Nixon |
|
Member |
|
12 330 |
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– |
|
12 330 |
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5 130 |
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7 200 |
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< 0.10% |
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Patricia Stolz |
|
Member |
|
6 720 |
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– |
|
6 720 |
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1 820 |
|
4 900 |
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< 0.10% |
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Jürgen Walter |
|
Member |
|
400 |
|
– |
|
400 |
|
– |
|
400 |
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< 0.10% |
|
Ivo Wechsler |
|
Member |
|
17 600 |
|
– |
|
17 600 |
|
6 000 |
|
11 600 |
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< 0.10% |
|
Total shareholdings EGM 2022 |
|
90 230 |
|
– |
|
90 230 |
|
38 130 |
|
52 100 |
|
0.49% |
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1) Shares with remaining lock-in periods of up to ten years
2) Shares in % of shares entitled to a dividend
In addition to serving on the Executive Group Management of HUBER+SUHNER the members hold the following mandates:
Urs Ryffel
Reto Bolt
Drew Nixon
Patricia Stolz
Jürgen Walter
Ivo Wechsler